Spider-Man Dark Reign
by AzureSpider
Summary: This it, the final thrilling chapter of my Earth 763 Spider-Man trilogy! With his arch-foe Harry Osborn leading the Dark Avengers, Hydra, AND national security, Spider-Man's world has been turned upside-down! Now as friends are hunted down and his enemies seem to multiply, Spider-Man is faced with the most harrowing and epic battles of his career! It's all come down to this!
1. Unfriendly Neighborhood

Chapter 1: Unfriendly Neighborhood

It was amazing how much could change in so little time.

Swinging through the streets of New York as he usually did, Spider-Man could see just how differently he was being viewed now. He could see how people looked at him so differently. The fear, the distrust. Those things were always present to at least some degree, but now it seemed like it was almost everywhere he looked. And more and more people were asking him why he wore a different costume when he was on the new Avengers team.**  
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_Wish I could tell them all the truth...not that they'd ever believe me of course._

It had been only a couple months ago that Spider-Man's one-time friend turned bitter nemesis Harry Osborn had managed to convince the entire country's population that he was a changed man and ready to lead the charge against the terrorist organization Hydra, who themselves had launched an attack on the White House previously. Since then, everyone had been on edge, their anxieties eased only by the presence of a new Avengers team. One that Spider-Man was apparently on.

Except not really.

"Hey Spidey! Shouldn't you be with the other Avengers or something?" one man asked as Spider-Man swung overhead, the question eliciting a sigh from the superhero who had already heard it a thousand times.

Then, Spider-Man's spider-sense started to buzz, which directed his attention to an armored car that was driving through at that moment, and clearly going way too fast to be safe. Taking that as his cue to spring into action (and also being silently grateful that he now had something to briefly take his mind off his troubles), Spider-Man swung off in the truck's direction, using webbing to zip onto the truck's top, which he then stuck to without incident courtesy of his adhesive powers.

Making his way down to the side of the truck, Spider-Man next went to the front of the vehicle, stopping right outside of the passenger's line of sight. His spider-sense buzzing intensely told Spider-Man there was someone nasty inside, so he prepared himself to move back in the event of gunfire or an energy blast (and knowing New York the latter was almost as likely as the former).

Peering over the side, Spider-Man saw two men, one in the driver's seat, and one in the passenger side that was now face-to-face with Spider-Man. The man jumped in his seat and awkwardly reached for his gun. Spider-Man grabbed the door handle and ripped the door clean off. He then grabbed the man and tore him out of his seat, the thug screaming in terror the whole time. He also, Spider-Man pleasantly noted, dropped his gun as this was happening.

After leaving the man webbed to the side of the truck, Spider-Man entered the now empty passenger seat.

"Hm, nice interior. But how much mileage does it get?"

Spider-Man's response was the man reaching for his own gun, a gun Spider-Man kicked out of the his hand the second he drew it.

"Pull over now. Unless you want a foot to your face."

To Spider-Man's satisfaction (and relief) the thug did as he was told and brought the car to a halt. No sooner did he did Spider-Man grab the man, drag him out of the truck, and web him securely to it's side right next to his partner.

"Thanks for the diversion chuckleheads. Now if you'll excuse me…"

And with that, Spider-Man took off, just as a throng of people came to him and called out to him as he left, one remark in particular catching Spider-Man's attention: "I like your black and red costume better!"

At this Spider-Man sighed again.

-X-

_He remembered seeing it on the news. He remembered that Felicia had been with him at the time, her mouth hanging wide open and her eyes bulging in shock. He had the same look on his face._

_"...at this time, reports are still sketchy, but it is believed that the disaster that befell the city of Stamford, Connecticut was the work of an as-of-now unidentified superhuman. Estimates put the current death toll at over six hundred…"_

_This hadn't been the first major loss of life since superheroes and supervillains became a fact of life. But this was far and away the single worst one to date, at least concerning the single worst loss of life in any one place at one time. _

_"...many of the dead were the students and staff at the Stamford Elementary School, including at least sixty school-children."_

_Peter could see tears were welling up in Felicia's green eyes and sliding down her cheeks as she covered her mouth. Peter instinctively put his arm around her and pulled her close to him. Both of them felt numb all over at what they were seeing. That neither he nor Felicia nor any of the countless other people watching the news at the moment knew who it was exactly that was responsible just made everything worse. There was no one person to blame for the tragedy. And that meant that they would inevitably just blame them all._

_"At this time authorities, emergency workers, and SHIELD personnel are still trying to assess the full extent of the damage and get to survivors that might still be out there. Red Cross workers have been called in to stabilize the survivors that have already been found. In response to this tragedy, Harry Osborn, recently made head of the NSA and Homeland Security, issued the following statement:_

_And then Peter and Felicia saw Harry addressing a large crowd, a look of feigned sorrow on his face. And it was in that moment that Peter and Felicia both wanted to throw the television right out the window._

_"...I think what this proves is something we've always known but have thus far never had the courage to admit: that superheroes are loose cannons and walking weapons of mass destruction. They run around unsupervised, with no proper training, and worst of all: **no accountability for their actions**. Me? I pledged myself to our country's government when I chose to go straight and abandon my supervillain career. I think it's only right that those so-called 'Superheroes' out there learn to do the same. And that is why in response to this, I am spearheading an act that, if passed, will require all superhumans in this country to register their identities with the government and work directly **for** the government. And this will be done to drive home a very simple truth: **no one is above the law**. And to any superheroes out there intent on resisting this act, to any who are unaffected by the deaths of dozens of children, I say this: you're not as above the law as you think."_

-X-

Ever since the Superhuman Registration Act was passed, Spider-Man found New York to be a much more...lonely, place.

Ironically, the act didn't affect him very much. The one good thing that came of everyone thinking he was a part of Harry's Dark Avengers was that everyone thought he'd already registered and thus did not accost or antagonize him. Indeed, one guy had even asked him why he didn't just go all the way and reveal his secret identity to the whole world.

"You mean like unmask myself on live television? Why would I ever be stupid enough to do that? That would be like painting a bullseye on my loved one's heads. Thanks but no thanks."

But the other superheroes? It was as if they'd disappeared overnight. The Fantastic Four were still around, but ever since the Registration Act business they never seemed all that happy to see him, at least not Susan and Reed. Ben and Johnny continued to treat him like they always did, barring the fact that even they felt compelled to ask Spider-Man about his supposedly being on the Dark Avengers, much to his immense annoyance. Susan though always looked worried when she saw Spider-Man, and Reed Spider-Man noticed seemed to always be frowning whenever Spider-Man showed up after Stamford. The web-head could almost see a look of disapproval in his eyes. Clearly, he knew that Spider-Man really_ hadn't_ registered, and if the looks he gave him were any indication, Mr. Fantastic believed Spider-Man should.

The X-Men were a whole different story: after the SRA was passed, the Mutant community (who were by definition superhuman) exploded into violent protest, protest that Harry had seen fit to brutally repress via "new and improved" Sentinel models built by Harry Osborn and Trask Industries. The very thing the Green Goblin of the future had tried to prevent…

And then, as if on cue, Spider-Man's spider-sense buzzed so intensely he felt as though his head might split open. Ducking for cover behind a building, he hid himself from view as several of the Oscorp/Trask Sentinels flew by on patrol. As the titanic violet and green colored robots passed without noticing him, Spider-Man breathed a sigh of relief that his Spider-Sense was one power they hadn't been tailored to counter.

_Doubt it will be that way forever though…_

Spider-Man kept swinging, as he did looking at the people who looked up at the Sentinels in awe. But it was clear from the looks on their faces that it was not an awe born of fear but rather admiration and respect. And if there _was_ any fear, there wasn't anywhere near enough.

_Amazing how people seem to like the idea of those giant killer robots protecting them better than their fellow man. _

And what of the premiere examples of such individuals? What of the Avengers? The _real_ Avengers? They, it seemed, were nowhere in sight. Not even Iron Man, who's disappearance had been quite the news event by itself. "Where is Tony Stark?" everyone was asking.

_Where indeed…_ Spider-Man noted, continuing to swing through New York and eager to put as much distance between himself and the Sentinels as he could. Somehow he doubted that the events of Iron Man's being MIA and Harry's having his own suit of Stark-Tech armor were unrelated.

The fates of the other Avengers were also unclear. Ms. Marvel was with the government already, so Spider-Man didn't see how registration would affect her. But he knew that the Ms. Marvel he saw with Harry's Dark Avengers wasn't the hero he knew...or was she?

And Hawkeye? Spider-Man couldn't believe that the rebellious archer would ever work with Harry Osborn. But if not him, then who was the man dressed in purple and carrying a bow right now? That actually wasn't as hard a question for Spider-Man to answer, as he could think of two different men with marksmanship skills to rival Hawkeye's, one of whom already dressed in purple, already hated Spider-Man with a passion, and already worked for Harry Osborn based on that hatred. And considering who the _other _candidate was, Spider-Man found himself hoping it was really Boomerang.

But the biggest mystery of all was Captain America. The Sentinel of Liberty had been the single loudest critic against the Superhuman Registration Act, something Spider-Man still remembered witnessing along with the rest of the country when Captain America took his opposition of the Act right to Washington itself, standing against Congress to keep the act from being passed.

_"...I'm sure you can appreciate Captain Rogers, how this Act will save lives and keep people safe from, well…"_

_"What? People like me!?" Captain America had demanded incredulously. "Need I again remind everyone here that there has been absolutely no evidence put forth to prove that it was a superhero who caused the Stamford Connecticut disaster? It could have easily been a supervillain. And the actions of supervillains have never prompted you to regulate all superhumans before."_

_"A disaster of this magnitude never happened before. And what happens if a superhero **does** cause a Stamford? What then? Will you just say you're sorry and move on? It's clear that superhumans are too dangerous to run around unsupervised. They need to be properly trained and **held accountable** for their actions."_

_"Maybe so, but that does not mean we should give up the rights that are written down in our Constitution and laws simply because it is politically expedient. You're talking about giving control of every single superhuman in this country to the government."_

_"And?"_

_"I believe **no** government can be trusted with that kind of power."_

Needless to say, that particular remark had caused quite the firestorm of controversy, enough to make Spider-Man inclined to go without the news or the radio for an entire week. But word still leaked out. Captain America had apparently disappeared following the passing of the act. And now no one knew where he was.

Finally, Spider-Man decided to return to his apartment, as there looked to be no other crimes happening, and to be honest the presence of the Sentinel patrols was going a long way towards making him disinclined to stay outdoors.

_And maybe that's also why there aren't any criminals running around now…_ Spider-Man thought grimly as he swung in the direction of his apartment. _Hell of a price to pay for clean streets..._

-X-

"Is that the best you got?" Iron Fist demanded as he struck another of the armored men square in his breastplate. For a normal person, this would hurt quite a bit. But Iron Fist's sobriquet was an earned one, and his chi-enhanced attacks ensured that the "Cape-Killers" as they were known were still sent flying in different directions by the force of his attacks. Chi-enhanced strikes wreathed in a fiery red aura were unleashed in every direction as the Cape-Killers converged on Iron Fist, who also used his Chi to enhance his speed and agility. The tranquilizer darts whizzed by him and some over him as he threw himself into the throng, weaving in and out and dancing around his opponents. One tried to ram him with a riot shield, but Iron Fist simply ran up the slab of metal before jumping and then landing, feet first on the Cape-Killer's helmeted head.

More tranquilizers were fired at him. Iron Fist narrowly evaded these by moving just as the Cape-Killers were ready to fire. But then, as his namesake collided with a Cape-Killer's head so hard it split his helmet in two, he heard the click of a gun and dived to one side. What followed was the distinct "crack" of a bullet being fired out.

_Bullets. So much for trying to take me alive huh?_

Iron Fist continued to fight, but as he did, the battle was then interrupted by a large, circular projectile that rocketed through the air before striking one Cape-Killer hard in the back of his helmeted head. The Cape-Killer grunted in pain before falling forwards unconscious. Looking out, the other Cape-Killers saw nothing. But then, dropping down on them was a muscular figure in costume, who hurled what all present realized was a shield. The shield went slamming into one Cape-Killer before then ricocheting and hitting another Cape-Killer, and then another. Like a giant, lethal pinball it went, taking out several of the Cape-Killers one at a time before returning to it's sender. As it did he leaped forwards feet extended, kicking back one of the few Cape-Killer his shield had missed.

What followed was a swift but brutal display of hand-to-hand prowess as the red, white, and blue hero unleashed a barrage of karate, judo, ju-jitsu, and krav maga moves on the hapless Cape-Killers, his superhuman strength ensuring that even with their body armor the Cape-Killers fell easily. Soon, all of them were out.

Iron Fist smiled at the sight. Few men could claim to have hand-to-hand skills and martial arts mastery anywhere near his own, but Captain America was one of those few.

"Captain America…"

At the mention of his name, the Sentinel of Liberty turned to regard Iron Fist. "I'm glad I got to you in time."

Iron Fist nodded. "I think I was handling these losers pretty well, but I do appreciate the help all the same. Where have you been? Ever since this whole 'Registration Act' nonsense started no one's seen eye or shield of you."

"I've been in hiding." Captain America explained. "I knew when that act was passed that I wouldn't be able to stand by my government's decision. I knew I would have to stand against it. And the last couple months have been me both getting allies who share my views on the matter, and then figuring out what my next move will be from there."

As Captain America said this, a small void appeared out of nowhere, before then getting exponentially bigger until finally it revealed itself to be a dark skinned man shrouded in a dark blue hooded cloak, out of which came a young woman with long blonde hair in a white catsuit that seemed to radiate an intense light.

"Who are they?"

"Cloak and Dagger. The former's been how I've been getting around these days. Come with us. We'll be safer at my hideout."

"Hideout?"

Captain America nodded. "Yes. Like you, and every other one of us who's refusing to register, I'm something of a fugitive these days. That's the price of freedom for you. Still a price I pay gladly." He paused, then added: "And by the way...welcome to the resistance."

-X-

"Do it again." Harry ordered.

Cougar sighed, though it sounded to the other's ears more like a snort of contempt. Nevertheless, the son of Wolverine begrudgingly got back into position, standing over an edge with his back to it.

"You'll catch me this time right?" Cougar asked the blonde in the red and blue costume standing on the floor Cougar's ledge overlooked.

Ms. Marvel sighed and said irritably: "Yes, I'll catch you you dolt. Even though I think you could stand to take a few baths. Now shut up and do it."

"You know what happens if you don't catch me right?" Cougar needled.

"Do it already!" Ms. Marvel snapped.

Nodding, Cougar walked backwards over the ledge, and sure enough, the counterfeit Ms. Marvel flew up and caught him in her arms. With her strength holding him was no physical challenge. In mere moments she had him back on his feet, as she did scoffing in contempt and looking up at Harry Osborn. "Satisfied? Because I really need to disinfect this costume now after catching _him_ over and over."

"You're done when I say you're done." Harry said coldly. "Get up on that ledge Ms. Marvel. It's your turn to trust your teammates."

Ms. Marvel nodded, though there was a notable scowl on her face. Using her powers of flight to reach the ledge, she set herself up. Harry ordered "Hawkeye" to catch her, an order that caused him to burst into a lewd grin that stretched from ear to ear.

"You're trying to get them to trust each-other…" Vulture, or "Falcon" noted.

Harry nodded. "Yes, I am. Not the easiest thing for sociopaths to accomplish."

"Sounds like you actually care about them. I didn't think you had it in you."

"I _don't_ have it in me." Harry emphasized coldly. "This is a matter of pragmatism. Infighting is inefficient. And for my plans to continue to succeed, I both need and demand efficiency. I will tolerate nothing less."

"Not really sure what else you could possibly want at this point." "Falcon" said. "You've got the whole country licking spit off your shoes, you're in charge of national security, and you've got an army of supervillains plus the world's largest and most powerful terrorist organization at your beck and call. What else is there?"

"Well, for one my greatest enemies are still out there. And they need to die."

"Oh the hell with Spider-Man and the rest of those costumed do-gooders! I never even cared about him until he started getting in the way of my personal goals. But now that I'm wearing a sheriff's badge I couldn't care less about what Spider-Man does."

"Oh come now Adrian. You know you'd love to have revenge on him as much as I do. And besides, my conquest is not yet complete. There will always be more to take. And one such place will soon be mine if all goes well. Until that time though, we need to consolidate the power we already have. And that will be much easier to do with fewer enemies out there."

"Seems like the Superhuman Registration Act has that pretty well covered…" the counterfeit Falcon noted.

"Yes, what a fortunate turn of events for us."

"Only you would ever consider hundreds of dead people a fortunate turn of events Osborn." Falcon noted.

Harry raised an eyebrow at this. "My, Toomes, did you just display a _conscience_? I'm shocked, truly."

"I wanted to take what was owed to me." Falcon said bitterly. "I never wanted to be a Hitler or Stalin."

"Duly noted." Harry said coldly before turning back to look down at the other Dark Avengers. Pleased that Hawkeye had now caught Ms. Marvel a few times, he ordered Hawkeye to take his turn as Hybrid walked up to catch him, as he did the symbiote villain muttering: "I wanted to catch Ms. Marvel…"

As Hawkeye stepped over the ledge and was caught by the dark Spider-Man, Falcon's eyes turned to the form of the Vision, who had been simply standing still and inert the entire time, not making a sound but rather just staring out with those cold, blank, empty robotic eyes.

"So what's _his_ story?" "Falcon" asked. At this question, Harry smiled.

"Ultron." He said simply. "The android that has tormented the Avengers for almost ten years now, his consciousness now residing in a spare copy of his own creation's body."

Upon hearing this, the counterfeit Falcon's eyes widened and he blinked in shock a few times. "Ultron? As in that psychotic robot that tried to kill all of humanity or something like that?"

Harry chuckled. "Something like that. But you don't need to worry about him turning on us the way he did his original creator. I wouldn't have him on our side if that was a risk."

"And it's not a risk because…?"

At this, Harry produced a small cylindrical device with a red button on it's top. "...because _I_ installed a kill-switch. There's a bomb at the base of his head, and if he tries to defy me, I just press this little red button here. And then, well...I'd imagine he'd look kind of funny trying to take over the world without a head."

"You sure that will work?" "Falcon" pressed. "I've heard destroying this thing doesn't stop it. That it just makes a new body and goes into that one, more powerful than before."

"Usually that's the case, but not anymore. That body he's in now is his last one. And it's going to stay that way, because if I think he's making new bodies to upload his consciousness into, I press this button. I'm afraid that Ultron has nowhere to go now."

Despite this assurance, "Falcon" continued to look nervously at Ultron, or "The Vision" as he was now. Continued to stare into those blank eyes. And continued to find himself inclined to keep his distance.

But as it was, Ultron/The Vision wasn't the only one Falcon was concerned about. His gaze shifted to the other member of the Dark Avengers who was not being tested. The one who could already be counted on to catch any and every one of his teammates. The man who stood there in a golden yellow costume with blue boots, gloves, and flowing cape, as well as a blue belt that bore proudly in it's enlarged center a great shining silver "S".

He was the Sentry, and suffice to say, Falcon considered it nothing short of amazing that Harry Osborn had gotten him on his side. So much so in fact that…

"Alright, be honest with me about one thing: what nonsense did you tell Sentry to get him to sign on with you?"

Harry smiled. "Oh, no nonsense at all really. I simply promised him that I could help him with his...issues. That I could reach out to him and understand him in a way that frankly, Captain America and Iron Man never could. Simply put, I promised to help him stay the greatest hero to ever live."

"And do you plan to keep that promise?"

At this, Harry's smile widened and the look on his face became absolutely sinister. "You'll see."

-X-

Felicia was waiting for Peter when he came into his apartment. Sighing deeply, he made his way to Felicia with a slowness that was at odds with how he generally acted when around her. This in turn only inspired her to hug him more tightly when she embraced him.

"Rough day?" Felicia asked. Peter sighed again. "Well, yes and no. I didn't have any troubles personally but…" Peter trailed off for a moment before finally saying: "...I don't like the way things are right now." He said simply. "I don't like that all of our friends are hiding while my enemies are representing the law. And the fact that nobody seems to mind either…"

"People can be stupid sometimes Peter." Felicia said simply. "That's why I usually didn't care too much about what other people thought."

"It's not as easy for me." Peter admitted before adding: "But honestly I'm just worried. Knowing Harry I doubt this is the end of it. What is he going to do next? I don't think I even want to know…"

"Whatever he does, you won't have to deal with it alone. I made you a promise remember? We're in this together."

"I know Felicia." Peter said with a nod. "Doesn't mean I don't still worry though…"

"I know we can win this." Felicia said resolutely. "We're Spider-Man and Black Cat. Beating up the bad guys is what we do best right?"

Peter smiled. "Yes, we do."

Felicia leaned forward and kissed Peter. No sooner was the kiss concluded did Peter ask: "Are you sure this is a good idea though?" he asked. "You seeing me like this?"

"Hey, you may be unregistered, but no one's come after you yet. Probably because that monster is posing as you on Harry's Dark Avengers, but still. My being here isn't a crime, and SHIELD can go to hell if it is."

And then the two kissed again. Soon they were on the couch, kissing one another passionately before Felicia's phone began to ring. At first, Felicia was content to ignore it, but then Peter broke off their kiss and insisted she look at it. Heaving a sigh, Felicia put the phone to her ear. "Yes? Hello? Coulson?" There was a pause. Then, Felicia's face took on a look of disappointment mixed with annoyance before she said with weary resignation: "Alright, I'll be there." Felicia put the phone away and looked at Peter with an apologetic look. "Sorry lover, my job's yanking my leash again."

Peter nodded. "Go. I'll be fine."

Felicia nodded, then left after giving Peter one more kiss on the cheek. As she exited the apartment, Peter decided to check up on his other friends and family, which in recent months had become routine for him. His aunt was always the first person he checked up on, and as always, she was fine.

"...and how are things going with that young lady you seem to spend so much time with?" Aunt May asked after assuring Peter of her continued safety the way she always did. "The one with the white hair?"

"Felicia? Uh...things are going well…"

"I do hope you can make things work with her Peter, I really do."

"We're both trying our best Aunt May." Peter said with a smile. "She's really something special."

"Well, you stick with it Peter, and I'm sure you two will have so much happiness together."

"I hope so Aunt May. I hope so…"

Next to be called was Hobbie Brown, who like Aunt May was fine, though ever since the SRA there was a hint of fear in his tone every time Peter spoke to him. They both knew why that was, their secret identities both being an open book to the other.

"How are you holding up Hobbie?" Peter asked.

"Well enough I guess." He replied on the other line. "This SRA stuff's got me pretty on edge though. I mean, I haven't been the Prowler in years, but still. Last thing I want is some of those SHIELD thugs kicking down my door and taking me away in cuffs."

"The only people who know you were the Prowler are you and me." Peter pointed out before adding: "...and with these phones I...'tinkered with' at Horizon Labs, it's going to stay that way. You just stay under the radar Hobbie and I'm sure you'll be fine."

"If you say so." he said, though Peter could tell he wasn't entirely convinced. His next words just confirmed it.

"So...if things _do_ go to hell, I can count on Spider-Man to come in and save my hide right?"

Peter smiled and nodded. "Of course. We _are_ friends remember?"

It was with Randy Robertson and Glory Grant though where that particular point was less clear. More often than not when Peter called those two he did not get a reply. And when the two _did_ reply, as they did now, their reception was a less than warm one.

"What do you want Peter?" Glory asked in a clearly tested tone.

"Just checking up, like I always do." Peter said evenly.

"We're fine Peter." Glory said coldly. "You don't need to check up on us every day."

"I feel like I do." Peter said, before adding quickly: "New York's become a lot less safe these last few months. Heck, the whole country has now that they've got Harry Osborn in charge of national security. And he tried to kill you and Randy before just because you were my friends. I want to make sure that you're alright is all."

There was a long pause. For a moment Peter feared that Glory had hung up on him, or was considering it. Maybe she was. Finally though, he heard her say: "You don't need to worry about us Peter. Randy and I will be fine."

And with that, Glory did hang up, and now Peter was truly alone.

He'd given up on trying to reach Flash, who it seemed had disappeared off the face of the Earth along with so many of Peter's other friends, and now Peter had no idea where he was or how to reach him. Peter knew something was wrong, but his inability to know what exactly was nothing short of maddening to him. More and more it felt like Flash was now just the latest in a long line of people Peter cared about that he had still managed to fail in some way.

_Uncle Ben, Gwen, Ned Lee, Mary Jane, Harry, and now Flash. When does it end?_

Deciding he didn't want to know the answer to that question, Peter instead thought about Felicia and where he stood with her. The two were now a couple again, that much was clear. But their situation was still a difficult one, and not just because they still lived in separate buildings that were a fair distance apart.

_She's with SHIELD, and SHIELD's enforcing that stupid Registration Act._ Peter shook his head. _How much am I willing to bet myself that that recipe for disaster won't end well for anyone involved?_ Peter sighed, fell backwards onto his couch, and shook his head again. _Superheroes outlawed, giant robots goose-stepping through New York, my friend-turned-archenemy in charge of National Security...what is the world coming to?_

**Author's Note: And so we begin the final, thrilling installment in my Earth 763 Spider-Man trilogy! I hope everyone enjoys!**

**Trivia time!**

**The SHIELD Cape-Killers were an actual thing that showed up during the actual Civil War event from Marvel Comics, also featuring in the Marvel Ultimate Alliance 2 game (which itself draws heavily on Civil War's story).**

**Likewise, the Stamford Connecticut disaster happened in 616 and served as the catalyst for the superhero Civil War and before that the passing of the Superhuman Registration Act, as it is here.**

**Cloak and Dagger are a pair of superheroes with a strong tie to Spider-Man, first appearing in the pages of Spectacular Spider-Man in 1982, issue 64. Despite being good guys, their more violent methods against criminals (in particular drug dealers) has sometimes put them into conflict with the more pacifistic Spider-Man. Later stories retconned their powers a bit so that they are now Mutants, which I personally view as an unnecessary alteration, and also one that makes the origin of their powers a lot less unique, but...**


	2. Knightfall

Chapter 2: Knightfall

It was during his victory over some run-of-the-mill crooks that Spider-Man realized just how vulnerable he had really become.

The crooks themselves hadn't been a problem of course. The whole batch of them were dangling from web-lines as helpless as thugs who Spider-Man ran into tended to end up. But it was the people who came to intercept those criminals in lieu of the usual NYPD officers that proved to be more of a cause for alarm.

"You there, on your knees _now!_"

The man giving this order was clad in head-to-toe bulky armor of a mostly dull steel color. The group of men behind him dressed in much the same way, with all of them also covering their faces with helmets that featured an opaque shield-visor. And all of them were armed with a fair bit of ordnance, some of which Spider-Man could tell immediately was not anything a standard police force would carry, and probably not even a standard military unit. No, these men were clearly aligned with SHIELD. Their hardware alone was a dead giveaway of that, along with of course the logo they each had on one of their shoulder pauldrons.

"I said on your knees, **_now!_**"

Spider-Man held up his hands. "Hey whoa, whoa easy. I'm not a threat, those guys were. And I just stopped them. It's what I do. Spider-Man remember?"

"You are an unregistered superhuman in violation of the SRA. You are to surrender and come with us right now, or we will put you down."

"I thought Spider-Man was an Avenger!"

At this, Spider-Man sighed, which had become pretty much a reflex at this point whenever someone mistook him for his doppelganger.

"Don't be fooled citizens!" the lead Cape-Killer said. "This is not the real Spider-Man, he's an imposter and an outlaw in direct defiance of the Superhuman Registration Act!"

"What!? Come on, you guys don't really believe that do you? It's me, Spider-Man! The one and only! You really think the guy on TV _with a different costume_ is the genuine article? Come on!"

"Hands in the air now!" the lead Cape-Killer ordered. "And remove your mask!"

"Uh, yeah thanks but no thanks. It's called a _secret_ identity remember? And besides, chicks dig the whole 'man of mystery' thing."

"You think this is a joke? You're under arrest!"

Two Cape-Killers moved in with guns trained on Spider-Man. Darting forward before they could react, Spider-Man grabbed one of the men and hurled him right at the others as his partner shot at Spider-Man to no effect. Spider-Man dodged each bullet as it came before turning tail and taking off in the opposite direction, all the while bullets whizzing by him left and right. One person was nearly cut down by the hail of lead before Spider-Man pulled him out of the way via his webbing and the lead Cape-Killer subsequently ordered his men to hold their fire.

Using his webbing to go higher and higher up, Spider-Man began swinging through the city as fast as he could, wanting to put as much distance as he could between himself and the Cape-Killers, and not just because of the danger they represented. The whole situation also left him with a powerful urge to spit in disgust.

"Don't usually run from the cops." Spider-Man noted bitterly as he continued to swing away. "...but then these aren't really cops I'm dealing with are they?"

Quickly deciding that with his brush with SHIELD hopefully concluded for the time being, Spider-Man opted to get back together with his remaining allies and figure something out with them. While he still had any allies left.

Turning on the communicator he had same as any of the Marvel Knights, Spider-Man spoke into it: "Yeah, DD? Are you there? We need to talk."

-X-

"I take it I wasn't the only one who had a bad day?" Spider-Man asked as one by one the other Marvel Knights all filed into the room. As it stood, that now included only Daredevil and Black Cat.

Daredevil was the one to answer: "No. Had a few close calls today regarding those damn Cape-Killers. White Tiger wasn't so lucky."

"I heard about that." Spider-Man noted before asking: "Do we know where she is now?"

Daredevil shook his head. "No, we don't. But given that Angela is, or was, with the FBI, she might still be able to get herself registered based on those credentials, and save herself from incarceration. And as much as I oppose registration myself I think she might just make it."

"And Widow?"

Daredevil sighed. "Yes, that. Natasha and I had a...'disagreement' on the Registration Act I'm afraid. She tried to convince me it was the right thing to do after what happened in Stamford. And I think that she just might have succeeded...if I didn't know about that prison Harry Osborn is sending superhumans who refuse to register to. A prison in another dimension apparently. Natasha called it a necessary means of containment. I called it unethical. Not long after our falling out, some more Capekillers tried to arrest me in Hell's Kitchen on the grounds that I was in violation of the law. I in turn tried to point out how the SRA is blatantly unconstitutional and a violation of my civil liberties."

"And I take it that didn't go over well?"

Daredevil's lips formed into a grim smirk. "They told me I should have become a lawyer. Then they tried to arrest me. I barely managed to slip away, and only because White Tiger came to help. That was when she got captured."

Spider-Man shook his head. "I can't believe this is happening…"

"_I_ can. After Stamford, we should all probably be counting ourselves lucky that this was all they did to us. They could have easily decided to reprogram those Sentinels out there into superhero-killing machines."

"Isn't that what they already are?" Black Cat asked. "Oh wait, I forgot: they're _Mutant_-killing machines. My mistake." Black Cat's normally playful sarcasm was here biting and acidic, the feline clearly disgusted with the state of things just as much as Spider-Man and Daredevil where.

"Maybe Moony turned out to be the lucky one after all…" Spider-Man mused, as he did thinking about how Moon Knight was currently away from New York to clear his head and recover from his disastrous back-slide into his schizophrenic hallucinations, which had happened not long after Harry's ascension to power and the Stamford Connecticut disaster, also being something Spider-Man had been worrying about ever since he first joined the Marvel Knights. Now that that incident had come and gone, the Marvel Knights were without their founder, and for that matter almost all of their other members. With it being just Spider-Man, Black Cat, and Daredevil the team was all but defunct.

"So…" Spider-Man began. "...at risk of asking the obvious, what now?"

"Not sure _what_ exactly we can do at this point." Daredevil conceded before adding: "...but obviously we can't continue on like this. It's clear that Stamford and the SRA that came out of it represent the end of the way we do business. Which means that either we need to finally hang up the costumes, or start resisting. There have been rumors of Captain America starting a resistance movement against the SRA, and that he's already gotten most unregistered superheroes not in custody on his side. Maybe we should consider doing the same."

Spider-Man raised an eyebrow behind his mask. "And what's that supposed to mean? That I should start cleaning my musket and wait for Captain America to star the superhero version of the American Revolution? I'm not sure I love the idea of becoming an outlaw."

"I don't love that idea either. I am a lawyer after all. But…" Daredevil trailed off. Then, he sighed and said: "I don't know. I might point out that you and I already _are _outlaws, but honestly given the current state of things I don't feel like I'm in a position to force a decision on either of you. I think that the three of us each need to decide for ourselves what's best."

"Well…" Black Cat trailed off. She bit her lip and nervousness and uncertainty filled her green eyes before finally she said: "...the thing is, I'm more or less already registered at this point. I work for SHIELD instead of Uncle Sam granted, but the end result's the same: I'm already on government payroll. And actually, now that I am I…" Black Cat sighed deeply and said: "I can't be seen with you guys anymore. I just can't. Honestly I'm pushing it just coming to this meeting. If SHIELD knows I'm here and not trying to arrest you both…" she shook her head. "...but it's worth that risk. At least this risk. I'm letting you both walk away from here, but fair warning: the next time I see either of you two, I'm going to be forced to try and take you in."

Spider-Man couldn't believe what he was hearing. Perhaps he should have believed it, considering that Black Cat had been with SHIELD for a while now and he was more than aware of that fact. But he had also reaffirmed his love for her and slept with her not that long ago, and thus to hear from her that she would be forced to try and bring him in like he was a common criminal didn't exactly fill him with happiness.

"So what does this mean for _us_ Felicia?"

A look of clear shame appeared on Black Cat's face in response to this, and when Spider-Man saw it guilt began to rise up and override his anger and indignance.

"I can still see you when we're just Felicia Hardy and Peter Parker, but if I'm seen fighting alongside Spider-Man, there's going to be a problem. But I don't want this Peter! I don't want us to be apart again! But if I choose to follow you and Daredevil, join the resistance…" she trailed off before finishing: "...I'll lose everything Peter. Everything except you of course. But is that the price you'll make me pay for loving you?"

Spider-Man considered this. It didn't take him long to realize that he was not in fact sure if he wanted to ask that of Black Cat. Force her to give up everything to fight alongside him. Certainly he would be immensely grateful and receptive if she did just that, but he also found it easy to sympathize with her reluctance. Finally, Spider-Man sighed and said: "I understand. I won't ask you to throw away your life for me. You've already helped me so much these last couple years. I won't ask anymore."

It was at this that Black Cat ran up to Spider-Man and hugged him tightly, embracing him. "Thank you." She whispered. The two continued their embrace for a little while longer, before at last they parted. Black Cat next turned to Daredevil. "Sorry hornhead."

Daredevil nodded. "I understand. You should go though. Peter and I won't be sticking around much longer at this rate."

Black Cat nodded and then, though she clearly hesitated at first, eventually left the room. No sooner was she gone did Daredevil turn to Spider-Man: "Well Peter? What do you intend to do?"

Spider-Man sighed and said in a thoroughly resigned tone: "I don't really have much of a choice here, do I? I can't really register, and there's no way I'm facing down Harry's Avengers, SHIELD, _and_ the law on my own. So I guess that means I'm joining the resistance."

Daredevil nodded. "A wise choice. But we can't wait for too long. We need to move now."

Spider-Man nodded. "I understand. Let's not keep Captain America waiting."

-X-

It was already getting dark out when Spider-Man and Daredevil left the meeting and began cautiously making their way through New York. The sun was starting to dip below the horizon, turning the sky a fiery orange streaked with pink, and the last of the sun's rays reflecting off of the silver eyeholes of Spider-Man's mask. Truth be told it was a beautiful sight, one Spider-Man wished he could appreciate more.

"Any idea where Captain America's resistance is?" Spider-Man asked Daredevil as they continued to navigate the city.

"If I did, then he would be doing a remarkably poor job of covering his tracks. As it is, he probably doesn't have one single permanent base but rather moves from place to place periodically…"

Daredevil was interrupted when a shrill, intense shriek pierced the air. Daredevil screamed in pain and collapsed, with Spider-Man swinging down to help him. His spider-sense only adding to the already bad headache the shrieking was giving him, Spider-Man nevertheless evaded the shots fired at him by what he knew could only be Capekillers. Sure enough, the armored forms of SHIELD's anti-superhero soldiers could be seen inside a helicopter that came into view. Spider-Man figured that the intense sonic noise was being transmitted by the helicopter. Wasting no time, Spider-Man evaded the shots fired at him and then shot some webbing onto the side of the helicopter. He tugged tightly on them before launching himself forward, as he did dodging the shots that were sent his way. He landed right into the midst of the Cape-Killers, smashing into their ranks and narrowly ducking under two Capekillers who shot at him at once and instead shot each-other. Unleashing the Way of the Spider, Spider-Man bounced about from one Cape-Killer to the next, striking each of them in turn like a red and blue pinball and knocking them about. Finally, Spider-Man punched out the man operating the sonic transmitter before then grabbing it and hurling it right out of the helicopter. Once this was done, Spider-Man leaped out of the helicopter and landed back onto the roof Daredevil was on.

"You alright?"

"WHAT!?" Daredevil asked, which told Spider-Man what he needed to know.

"Looks like the damage has been done." Spider-Man noted. He picked Daredevil up hoped that his Radar Senses were still good enough to be able to follow Spider-Man's heartbeat, and also evade the Cape-Killers, who were now shooting at the heroes again.

To Spider-Man's relief, Daredevil was able to evade the shots before they were fired, his Radar Senses continuing to function. Satisfied, Spider-Man took off and began swinging through New York, pleased that Daredevil followed right behind. This satisfaction dimmed though when after a while Spider-Man looked behind him again to see that Daredevil was nowhere in sight.

_Oh no…_

Spider-Man swung back to where he hoped Daredevil still was, only for the Cape-Killer's helicopter to come into view. Worse, Spider-Man's spider-sense began to go off, indicating that another threat was on it's way. Not wanting to stick around to find out what it was, Spider-Man began swinging in the opposite direction, and it wasn't long before his spider-sense began to ring in his head like a bell once again. He ducked, weaved, and maneuvered his body as a flurry of stun rounds came at him from at least two directions, his heart pounding even faster than it normally did. Spider-Man was now swinging through the city as fast as he could manage it, all the while continuing to dodge the projectiles as they came.

Knowing he couldn't keep up a chase forever, Spider-Man opted to swing lower and closer to the ground and hopefully lose the helicopters by going so low they wouldn't be able to follow due to pedestrians and cars being in the way. But then truth be told, at this point Spider-Man was so desperate to escape he'd even retreat into the sewers if he had to.

Lower Spider-Man went to the ground, the stun rounds continuing to come at him hard and fast, but ultimately still missing him every time. Finally, Spider-Man swung so low he was right above the heads of pedestrians, and to his relief, the torrent of stun rounds ceased, and Spider-Man allowed himself a sigh of relief. Knowing he wouldn't be safe for long though, Spider-Man kept his eyes peeled for any subway or sewer entrance he could find. Soon spotting the former, Spider-Man made his way down. He ran through the confused crowds of passerbys, and then made his way deeper into the Subway tunnel. He didn't get far though before his Spider-Sense started to go off again, signalling the arrival of what was almost certainly Cape-Killers continuing the hunt for him on foot.

For a minute, Spider-Man considered staying amidst the crowd, reasoning that the Cape-Killer's reluctance to shoot at a crowd would be retained, but he quickly dismissed the idea on the grounds that not only could he not take the chance, but it would also make him look like the very kind of coward and criminal the Cape-Killers were accusing him of being. So it was that Spider-Man went instead deeper into the more remote parts of the subway and hoped for the best.

_Maybe they won't find me down here…_ Spider-Man thought optimistically, before then brushing that thought aside too. Even if they didn't find him, they'd stake out the area. He'd never be able to leave without a fight. Such was the price to be paid for taking the moral high ground.

_Eh, what else is new?_

However, as Spider-Man stopped to catch his breath, his ears picked up the sound of something unusual behind him. Turning about, Spider-Man saw the billowing namesake of Cloak as his form materialized out of the void that made up most of his essence. And out of this void also came his partner Dagger and…

"...wow. And here _I_ was expecting to find _you_."

"We can't stay here long." Captain America said bluntly. "We need to move out now."

"No arguments here." Spider-Man said, stepping into Cloak's void along with Dagger and Captain America. And when they were all in, Cloak vanished, with no trace of him being left behind.

-X-

"Report?"

Maria Hill couldn't help but frown as Harry Osborn asked her this question. As one of the most high-ranked members of SHIELD alive, she always found herself getting a little stiff and biting her lip whenever Harry Osborn started giving her orders and expecting her in turn to answer to him as though she were one of his men.

Maria Hill also quickly decided that she didn't like Harry Osborn. She did not like the way he looked at her, with those cold, analytical eyes that seemed to always be on the look-out for potential weaknesses to exploit. She did not like the way he sat in his chair, very casually and with an air of superiority. And certainly she did not like how he was a supervillain and a domestic terrorist who had somehow convinced the Free World to give him power that Maria Hill knew full well he didn't come close to deserving.

But despite all of that, orders were orders, and Maria Hill knew her duty.

"Our Cape-Killer forces ambushed the last two members of the Marvel Knights, Spider-Man and Daredevil. We also currently have at least Moon Knight in custody after successfully capturing him on his return trip to New York, and my men expect to have Daredevil in custody very shortly."

"'Very shortly'?" Harry repeated, his tone one reeking of condescension before adding: "...and what of Spider-Man? Got away did he?"

"We chased him down into a Subway tunnel, and believe other unregistered metahumans came to his rescue while he was down there." Maria Hill said simply. "Intel suggests that it was most likely Cloak due to his teleportation powers."

"I see." Harry shook his head and made a "tsk tsk" sound. "Can't rely on anyone these days can you?" Harry shook his head again and then looked directly at Maria Hill in such a way that she felt as though she were being prepared for a firing squad.

"I'm afraid my dear that between this, your previous failure to capture Iron Fist, and your ongoing inability to take down Captain America…"

"We're working on that."

"...I have lost faith in your ability to adequately bring down the remaining unregistered metahumans. Simply put you've lost your touch. Or perhaps you've grown soft. I don't really care."

"Our Capekillers have brought down numerous unregistered metahumans. The Slingers, the Avengers who refused to register, even Elektra. Our specially made Capekillers have even managed to contain the X-Men with help from the new Sentinel models."

"Yes, Sentinel models _my company_ helped create." Harry said harshly. "And to be perfectly frank, Spider-Man, Captain America, and even the likes of Daredevil and Moon Knight are making your 'specially made Capekillers' look like, to borrow a literary phrase, _a confederacy of dunces_." Harry slammed his fist down on the table before snarling: "You've become incompetent at managing your own men. That's why from here on out I'm doing it for you. As of right now I am introducing my _own_ task-force. They will be supplementing and overseeing your Cape-Killers and will answer directly to me and only me. Simply put, I'm taking over. The Capekillers will be following _my_ lead."

"You can't do that…"

"As a matter of fact I can. The President has allowed me access to any and all resources I desire. One of the perks of saving his life you see."

"SHIELD is not bound to any one government…"

"No, but you do have a presence in the States, and when you do, it is beholden to certain regulations. I've just enacted those regulations. So like it or not, the Capekillers are mine. As will be the rest of your forces very soon."

"For someone who claims to be trying to turn over a new leaf, you're a bit of a bastard."

Harry smiled wickedly as he heard this. "Father would be proud."

Scowling, Maria Hill turned heel and left. Harry ignored her, satisfied that he'd proven his point. Now that he was alone in his new office once again, Harry looked out the window overlooking the city he was currently based in. The city that's superhero population he'd managed to drive underground. He'd left a terrorist and a criminal and come back a king.

_Victory is so sweet…._

_But it's not over._

_True, it's not. Still, one success at a time. Right now we need to focus on getting rid of the remaining thorns in our side._

_Such as Spider-Man._

_Yes. He'll be crushed soon._

_It's been a long time coming._

_Indeed it has. Indeed it has..._

-X-

Spider-Man found himself shivering as he finally left the cold void that was the inside of Cloak, and in turn color was at last returned to his sight.

"...I don't think I'm ever going to get used to that…"

"We're here." Captain America said simply, at which point Spider-Man looked around.

The interior of the place was clearly of SHIELD origin, with it's steel gray walls, floor, and ceiling and how the SHIELD logo was proudly displayed on both the floor and on one of the walls. However, the inch of dust and how much of the place was in a clear state of disrepair showed that this was no longer an active facility...at least not for SHIELD.

"Nice place you got here." Spider-Man remarked in a deadpan.

"It's an abandoned facility, and with any luck SHIELD won't think to look here right away. We have other back-up hideouts ready for when, or if, they do though."

Looking around, Spider-Man saw that Cloak and Dagger were far from Captain America's only recruits. Though Daredevil was not, to his distress among the gathered heroes, among those who were present Spider-Man saw the muscular and broad-shouldered Luke Cage, the more lean and sulken forms of Iron Fist and Yellowjacket respectively, the short, stocky, and perpetually snarling Wolverine, Falcon with his crimson colored wings tucked away and a grave look on his face, the Black Panther, who's masked face betrayed no expression, and finally Spidey's old friend the Human Torch, who managed a weak smile upon seeing him. Clearly he was not quite as inclined to be upbeat, but was willing to make an exception for a friend.

"Hey Spidey. Was wondering when you'd get invited into this little club of ours."

"And this 'club' is…?"

"The Secret Avengers." Captain America said simply before adding: "The resistance. What few superheroes the SRA hasn't arrested or else forced into submission. The ones who can still stand and fight."

Spider-Man looked around the room again, once more taking in everyone's appearances one by one. As he did, he also noticed that Night Nurse was present as well, to which Spider-Man was grateful. Of all times they could possibly make use of a medic, now was it.

Conversely, Spider-Man's looking around at just who else Captain America had managed to recruit only served to drive home the gravity of the situation. Barring Human Torch and Luke Cage, Cap was woefully short of heavy-hitters, and in the face of what Harry Osborn had on his side, the odds were not looking good, at least not as far as Spider-Man was concerned.

_Then again…_ Spider-Man thought, turning to look at Captain America once again as he did. _He's been in worse places and come out standing. With him leading us, maybe we still have a chance…_

Captain America returned Spider-Man's gaze, and as he looked at him more Spider-Man realized that more than just the change in costume Captain America was...different. Leaner than what he'd remembered. Spider-Man had fought alongside Captain America before, and those few times had been enough for him to know the First Avenger's general physique. And this man in front of him didn't have it. He was leaner. Fit certainly, but not as muscular as Captain America truly was…

"I need to be honest with you now." Captain America said, before then reaching for his mask and taking it off. Spider-Man was surprised to see behind it not the blonde hair and chiseled features of Steve Rogers but rather a more sullen face with somewhat messy brown hair and hard eyes.

"...I'm not the Captain America you know. I'm not Steve Rogers. My name is Bucky Barnes."

**Author's Note: And there you go! Chapter 2 finished up! I feel that most of the members of the Secret Avengers here are pretty well known, so I won't go into them too much. I'll just say that the Secret Avengers team is an actual thing from 616 that was first formed in defiance of the Superhuman Registration Act, and that Bucky Barnes did indeed become a new Captain America to lead the remnants of the team following Steve Roger's death (which, like almost all comic book deaths, didn't stick).**

**One bit of trivia I WILL mention is the Slingers, who are a team composed of the aliases Spider-Man had for a time when he couldn't be Spider-Man. As a team, the group of Dusk, Hornet, Ricochet, and Prodigy were never popular, but they've featured in bit roles in some stories here and there. Figured I could mention them as some of the superheroes to be taken down by the Capekillers, especially since Prodigy was among the detained in the actual Civil War event in 616. **


	3. Going Underground

Chapter 3: Going Underground

"So…" Spider-Man began awkwardly. "...what's the big plan?"

Captain America (who Spider-Man had nick-named "Bucky Cap") sighed and said: "As of right now there isn't much of a long-term plan beyond survival. We resist for as long as we can. Ideally we get the Superhuman Registration Act repealed."

It was Human Torch who spoke up in response to that: "And we do that how…?"

"By showing them that it's unnecessary. That we can be heroes without working directly for the government. And I think that if we can expose Harry Osborn's corruption and get him ousted, it would go a long way towards getting us our credibility back."

Spider-Man spoke up once more: "While I'm for doing that, I really do have to wonder how we're going to succeed. The Sentry alone could take us all out without breaking a sweat."

"Let me worry about the Sentry." Captain America said sternly before adding: "I have my own contingency plan for dealing with him."

"Is it the Silver Surfer on speed-dial? Because I can't think of anyone else who can take him on, and it's not like we can just throw a glowing green rock at him and hope it gives him the flu."

"Spidey, relax." Luke Cage said reassuringly. "Cap's got everything worked out. All we have to do is trust him and follow his lead."

Spider-Man nervously looked at Captain America again. Perhaps if the Captain America in question was actually Steve Rogers, Spider-Man would have been feeling optimistic. As it stood, the assurance of both him and Luke Cage wasn't anywhere near enough to convince him that all would be well. Especially since Sentry wasn't the only obstacle they'd have to overcome.

"What about Ms. Marvel and the Vision? I don't see anyone here standing up to either of them either."

"Those aren't the real Ms. Marvel and Vision." Luke Cage said contemptuously before adding: "I know 'cause I've fought alongside the genuine articles. Do you really think Carol and Vision would work for someone like Osborn? Because I know better."

"Well, they may not be the real Ms. Marvel and Vision, but unless we can find and recruit the real deals, my argument that we're completely outclassed still stands."

There was a bit of a silence before Captain America said simply: "You're right. We don't yet have the manpower to take Osborn's Dark Avengers on. But all that means is that we still have recruiting to do. And besides that, fighting Osborn's Avengers isn't enough. If anything, just attacking them without a plan will make us look like the very criminals he's making us out to be. We need to find a way to discredit him. Expose his corruption. If we can do that, he'll lose all of his power and support."

"We could also get the X-Men on board." Wolverine pointed out before adding: "They'd sign on in a heartbeat. But those damn Sentinels have been keeping them under the knife. I was lucky to make it out and get here. But if we can blow up the bucket-heads, then my team will join. I guarantee it."

"Are you volunteering for that particular mission Logan?" Black Panther questioned in an even tone.

"What do you think?" Wolverine growled, as he did popping his claws and admiring them for a moment before adding: "I got driven out of the only stable home I've ever known, and my family's being held hostage by Sentinels. You better believe I'm looking for some payback."

"Well you won't be able to do it alone." Captain America said before adding: "...and we need to consider the retaliation as well. The X-Men wouldn't want us to destroy the Sentinels keeping watch over them if it means dozens of innocent Mutants will be punished for it."

"I'm not backing down on this." Wolverine said simply."Especially since the web head's right: we can't win with our current line-up. We need the X-Men, along with anyone else we can find. Where are the original Avengers in all of this?"

"Depends." Luke Cage said simply. "Some of us decided to play along, others like me refused to register. And a few others still were so powerful and, shall we say 'not from around', that they really didn't need to pick a side. Carol was one of the ones who decided to register, along with Wanda and Greer. Haven't seen or heard from them since."

"And where's Iron Man and Hawkeye in all of this?" Spider-Man questioned.

"Hawkeye, predictably, gave the finger to Registration, and no one's seen him since. Tony disappeared before that. And if you were hoping I could tell you where he is, you're gonna be disappointed. He asked me to work for him, and I told him no. Maybe if I'd said yes I'd know where the hell he is…"

"So...no X-Men, no Thor, no Iron Man, and no Fantastic Four barring flame-head here…" Spider-Man trailed off. "...why _are_ you here Torch?"

"Because I think the SRA's wrong of course." Human Torch said. "Reed doesn't agree though. He's been going on and on about how it's necessary, even if it means working for and with Harry Osborn. But I decided I didn't agree. So here I am."

"And what about Susan and Ben?"

"Well, Sue seemed to take my side actually, but you can imagine what that does to her marriage. I finally decided I couldn't wait any longer for her to make up her mind and left. As for Ben, he decided to sit the whole thing out."

"Sit it out?"

Human Torch nodded. "Yeah. He doesn't like the SRA anymore than I do, but he didn't love the idea of fighting SHIELD and the government either. So he just took off. Left the country I think. He told us not to go looking for him, but somehow I think Reed will try anyway."

"So where does that leave the rest of us?" Yellowjacket asked. "We can't just stay hidden away here obviously. We need to start looking into what other options we have left to us."

"Actually, I was thinking that your powers in particular will be vital here. If we're going to discredit Osborn, then we'll need dirt of some kind. And with your Pym Particles you make the perfect infiltrator and means to get it. I'm also going to need both that and your skill at operating machinery for when we do sabotage the Sentinels."

"That's a lot of responsibilities to trust to this guy." Falcon said, frowning in disapproval as he did. As it was, Falcon wasn't the only one who had misgivings about Yellowjacket's presence. After everything with first Janet and then Ultron…

"I can handle it." Yellowjacket said darkly, glaring as he did. To his credit, Captain America saw the confrontation bubbling up a mile away and stopped it in it's tracks before it could go any further.

"We've already got enough people against us right now. Let's not fight among ourselves. The last thing we need right now is to be divided and inefficient."

"Okay, so do we have an idea for what we're going to do right now?"

"Right now? No. Right now we lie low with the exception that we keep our eyes peeled for anyone else we can get on our side. We're not going to win rushing in. We need to be patient."

"Patience isn't one of my virtues bub." Wolverine noted.

"Oh don't worry Logan: I actually do have a special mission in mind for you."

At this, Wolverine formed a slight smile of satisfaction. "I'm listening."

-X-

Truth be told, Peter was reluctant to go back to his apartment, fearful as he was that Harry would send his men there. And yet as Peter got closer and closer to his apartment, he still did not feel his Spider-Sense go off. Under most circumstances, Peter would have taken this as a sign that he was safe and in the clear. But Peter would not put it past Harry to have found a means of negating his Spider-Sense.

But then finally Peter got within view of his apartment. There were no SHIELD Cape-Killers in sight, no Dark Avengers, not even a single NYPD officer. Could they be waiting for him inside though?

Peter shook his head. There were so many variables. _Too_ many as far as he was concerned. Peter didn't want to take unnecessary risks, but he also didn't want to live underground indefinitely, separated from all of his friends and family. If nothing else, Peter wanted to at least be able to get a few things from his apartment.

Ultimately, Peter decided to circle around and come up to his apartment from the rear. Making sure no one was around, he entered through the back-door. Now, in his apartment his spider-sense still did not go off.

Closer and closer he got to his room and not only was his Spider-Sense not going off, there was still no sign of any hostile force waiting to shoot him down. Deciding at that moment to take his chances, Peter tried his door. It was locked. He opened it with his key, and was greeted to...an empty room.

Breathing a sigh of relief that Harry still hadn't targeted him in his civilian identity yet, Peter made his way inside. As he did though, Peter also knew that with Cape-Killers now actively hunting him, it was probably only a matter of time before they did indeed attack him at his home, in which case Peter wanted to make sure his most prized possessions weren't here when they did. So it was that Peter began to gather up what things he most wanted to keep. These ranged from his other Spider-Man costumes (including his Ricochet costume) to his scientific notes and journals, to the comic books his Uncle Ben had given him that were now one of the few things of him that he still had.

It wasn't until he started packing the photos of his friends and family, as well as him with Gwen, Mary Jane, and Felicia, that the reality of how he was being cast out of his own home truly began to sink in. And when it did, Peter found his body heating up and a great, powerful surge of anger come out of him like lava spewing forth out of a volcano's top. It had not been enough for Harry to try and kill him, or even to try and kill his loved ones too just to spite him. Harry would not rest until he had taken every last thing from Peter.

And it was then that all of Peter's doubts and insecurities regarding the Secret Avenger's chances of success dissipated and were replaced with one clear certainty, one clear truth: that Spider-Man**_ would_** defeat Harry Osborn once and for all, and no amount of Cape-Killers, Hydra thugs, or even supervillains would keep that from happening.

_You've wanted a war Harry. And now you're getting one. And I won't hold anything back._

-X-

After gathering from his apartment the things he wished to bring with him, Spider-Man began swinging through New York, on his way to the designated site where he would meet Cloak and then get teleported back to the Secret Avenger's hideout.

As it was, his trip there was not without some...complications.

His Spider-Sense not going off before something strong, powerful, and angry slammed into him told Spider-Man immediately that he was dealing with yet another symbiote, something that was confirmed when he punched the figure off of him and got to see what she looked like, namely a blue, female, angry version of Venom.

Swinging down to grab his bag before it hit the ground, Spider-Man caught it and then made his way to a nearby roof. He set the bag down and then turned to face the new symbiote that had just landed down on the same roof, claws bared and a growl emanating from her mouth.

"We've been waiting for this for a **_long_** time." the Symbiote snarled.

"So what's your story? Venom's long-lost sister, daughter, cousin twice-removed? Help me out here."

"**_Shut up!_**" the villain snarled, before then the symbiote retracted to expose the face of a woman who was no older than Spider-Man, with short, messy black hair, a nose ring, and eyes that narrowed with feral hatred.

"We don't expect you to recognize us. But we still want you to see our face. We want you to see the true face of your killer. We want you to see. You killed our father. And now we kill **_you!_**"

And then, the symbiote covered the woman's face once more and she lunged at Spider-Man, who only barely moved out of the way in time. "I don't know what you're talking about. I've never killed anyone."

"**_Liar!_** You killed our father! You murdered Dennis Carradine!"

No sooner did his latest Symbiote foe say the name of his uncle's killer did Spider-Man's eyes widen behind his mask in utter shock. It was then that he realized that the name he had seen in The Daily Bugle, Jessica Carradine, had not in fact been mere coincidence. Now he knew the truth.

"No...you...you're Jessica Carradine aren't you?"

"**_No!_ **We are not **_not_** Jessica Carradine! Not anymore! **_We are Poison!_ **Poison to **_you!_**"

"Jessica, I didn't kill your father. It was an acci-"

"**_SHUT UP!_**" Poison roared, lunging at Spider-Man once more. Once again, Spider-Man only narrowly moved out of the way in time. Spider-Man took this as a good thing though, because with Venom, Carnage, and Hybrid he was straight up surpassed where speed was concerned. Here he could actually keep up, which in turn gave him some hope that he could actually win against a symbiote villain for once.

Poison's blind drive to hack him to bits also made her attacks sloppy, poorly coordinated, and ultimately very easy for Spider-Man to see coming and dodge as needed. And it seemed that with every attack he leaped over, sidestepped, or spun away from untouched, the angrier Poison got, every now and again letting out a roar or shriek, especially whenever she just barely missed her hated foe. This in turn inspired Spider-Man to taunt Poison: "Come on Poison, is that the best you got? Venom could always hit me on his worst day! Carnage could do it with one hand tied behind his back! How come you can't seem to do it?"

"**_SHUT UP!_**" Poison screamed, lunging forward impulsively in such a way that Spider-Man easily leaped over her head, kicking her in the back as he did. Poison turned around and slashed out with her claws, but Spider-Man ducked under the slash and then began to unload a few rapid-fire strikes before retreating again.

"You've got a bad temper I noticed." Spider-Man said, as he did moving out of the way of another of Poison's feral charges. "Personally, I think you could benefit from some yoga. I know it always helps me calm down after a stressful day of superheroics…"

Poison roared in anger yet again, and once more charged, bellowing. Spider-Man moved out of the way, before then shooting some web-lines at Poison and tugging with all his strength. Poison planted her feet in the ground and held firm, refusing to let Spider-Man pull her down. The struggle lasted for a few moments before Spider-Man was finally able to force Poison to the ground. Next heaving with all his strength, Spider-Man swung to the left and sent Poison flying over the edge of the building and into the air before she crashed down hard on the ground below, a car's top stopping her fall and getting turned into one large depression as a result. Looking down, Spider-Man hoped that that would be sufficient to keep Poison down for a while, but as he looked on, he could see Poison struggling to get up. Deciding he didn't want to stick around and wait for Poison to recover, Spider-Man decided to grab his bag and take off.

_As if I didn't have enough to worry about as is. It's probably too much to hope that Venom kept his promise concerning Carnage and whatever spawn **that** symbiote created..._

-X-

Patrick Mulligan's whole life had been turned upside-down.

Now, as he continued to run desperately through the streets of New York, he could again feel his palms sweating profusely and his brow furrowing even though it wasn't particularly hot out. His head pounded too, as though someone had seen fit to make it a drum, and all the while he could hear and feel the thing in his head, calling to him, screaming at him, pleading with him, and ultimately just making an awful lot of noise.

Now all Patrick Mulligan wanted was silence.

As it was, he was now in a fairly quiet place, an alley where no one was around. A place removed from the rest of New York. Clutching his head in his hands, Patrick Mulligan slunked down and begin to moan in despair.

"_Why are we stopping?_" The new voice in his head demanded. It sounded like a wailing infant, but one that spoke clear words, ones filled with a burning desire for an answer to the basic question it couldn't figure out on it's own.

"I can't run anymore. And I don't want to run anymore."

"_But we **need** to keep running. We need to make sure father never catches us. If he catches us, he'll kill us!_"

"_Your_ father, not mine." Patrick said harshly. To an outside observer it would appear as though he were talking to himself. But Patrick could feel the creature's presence just as clearly as he could hear it's voice in his head. He felt it as though it were a swarm of insects dancing across his body. And it gave him about the same kind of feeling to.

"_He'll kill us if he catches us_." the young symbiote replied simply, it's thought patterns still too unfocused and rudimentary to be able to do anything other than reiterate it's earlier argument.

"Forget it. He's nowhere in sight. Long gone. We're safe. We don't need to run anymore."

"_I don't feel safe here_." it whined. "_I don't like it here either. It smells bad_."

Patrick sighed deeply. Why he of all people had to be bonded to such a creature, and forced to play host to it was beyond him. But then in fairness it probably was nothing more than simple rotten luck.

"_We need to keep running_." it said again, at which point Patrick let out a frustrated sigh before saying angrily: "Alright, alright. If it'll shut you up we'll move again. Just give me a few more minutes to rest okay?"

"_But we **need** to move now!_" the infant symbiote whined.

Patrick sighed again and said: "Not everything can happen right away. You can't always get things you want right away."

Patrick didn't actually expect anything worthwhile to come of his attempts to teach the infant creature maturity, but he tried nontheless. After a few moments more of resting though, Patrick reluctantly forced himself back up and started to move again...until his presence was blocked by a rather muscular man.

"Going somewhere buddy?" he asked in a tone that told Patrick immediately that the man meant him nothing good. Patrick backed away on instinct, wishing as he did that he still had his police revolver, or even his taser or nightstick for that matter. Looking over his shoulder, he could see two more men, one fairly lean the other less so, appear behind him.

"Why don't you just do yourself a favor and come with us quietly?"

"What do you want from me?" Patrick demanded.

The bigger man in front of Patrick smiled. "Oh, not us really. It's more our boss who's interested…"

The two men behind Patrick were all set to move in and grab his arms, but Patrick spun about and punched the leaner man right in his jaw. He gasped in pain and fell backwards, but then the other man tackled Patrick. Patrick tried to force him off, but the man was bigger than him and wouldn't budge. Patrick could hear the bigger man approach the fight, and then felt a kick that struck him right in the ribs from the man he'd punched earlier.

"Shouldn't have tried to fight us." the biggest of the three said, before smiling and adding: "...but I'm glad that you did. It means we get to hurt ya."

But then, as the third man continued to try and pin Patrick down, he let out a scream as he heard the symbiote that had bonded itself to him let out a shrill cry of it's own. Patrick was able to force the man backwards, who went flying as a result. Screaming and then sinking to his knees, Patrick Mulligan at last lost control and the red and dark blue strands that made up the symbiote's being surged through and soon consumed Patrick's entire body. Seeing this, the men each entered their own symbiote forms, namely Lasher, Riot, and Phage, the latter of whom was now slowly coming back onto the scene.

"Damn. Figures he had to go and transform on us."

Riot though, was grinning ear to ear. "Good! We've been spoiling for a fight!"

As the three Artificial Symbiotes drew closer and closer to their transformed target though, the transformation of Patrick Mulligan was complete, and standing before the three villains now was a tall, muscular figure with a physique to match Riot's, and with dark blue colored legs and claws. The torso and head were the same color as Toxin's "father", and his face even resembled Carnage's to an extent, piranha-maw and all.

"You hurt us. You made us mad. You **_really_ **shouldn't have made us mad…"

**Author's Notes: And with that, Chapter 3 comes to a close. I already covered the trivia regarding Jessica Carradine and the Artificial Symbiotes in my Author's Notes for Back in the Neighborhood, but I can still talk a bit about Toxin. Basically, Toxin is the spawn of the Carnage symbiote, and like here was bonded to a police officer named Patrick Mulligan, who's morality kept Toxin from becoming a villain like his father. Instead, Toxin became more of an anti-hero the way Eddie Brock usually is. Unfortunately, this rather solid premise didn't last long before poor Pat was ingloriously killed off and the Toxin symbiote pretty much got whatevered, even losing to X-23, which doesn't really make any sense considering Toxin has beaten Carnage, who's beaten Spider-Man, who's beaten Daken, who's fought evenly with X-23...**

**...but anyway, that's 616 Toxin. I liked the character due to the idea of a non-pure evil Symbiote, and thus I wanted to include it in my Marvel Universe. So here he is. I hope you all enjoyed!**


	4. Brothers in Arms

Chapter 4: Brothers in Arms

"Looks worse already."

That was the reaction Scarlet Spider felt inclined to give as he swung through New York and how already he could see just by taking a quick look around well over a dozen different things that all pointed to how much Harry Osborn had changed things (and not for the better), not the least of which were the Cape-Killers that now actively combed parts of New York looking for unregistered and uncaptured superhumans, and other superhumans that Scarlet Spider knew immediately that he ought to avoid, namely the members of Harry's Avengers team.

That it was now December also ensured that the air outside was cold and frigid, and even with thermals worn under his bold red costume and enhanced durability to go with that, Scarlet Spider could still feel just a bit of the cold on his skin. The freezing air did well to emphasize the feeling of bleakness Scarlet Spider could already feel just by swinging through New York.

_For once I can understand why Kaine hates it here._ Scarlet Spider thought, even though he knew that this was not New York as it should be. Nevertheless, it was clear to Scarlet Spider that he had come not a moment too soon. Whatever superheroes were still out there would definitely need him.

_Hopefully my being Spider-Man's clone won't shake them up _**_too _**_much…_

As he continued to swing through New York though, Scarlet Spider's spider-sense began to buzz, which told him that danger was nearby. Sure enough, the dark blue form of Poison surged towards him and then slammed into him before Scarlet Spider could move out of the way in time. Scarlet Spider did his best to fight her off before finally succeeding and then swinging to a nearby rooftop. Poison followed, and Scarlet Spider soon found himself on the evasive again as all the while he tried to get a more solid picture of who it was that was attacking him. He quickly took note of Poison's claws, teeth, flicking worm-like tongue, and utter viciousness.

"My, what big teeth you have." Scarlet Spider noted in a deadpan as he looked at Poison, who snarled in response.

"Who do you think you're kidding!?" Poison demanded. "You can't fool us by switching costumes!"

"What? You really think I'm Spider-Man? Although then again, I suppose you would, wouldn't you?"

"_**Shut up!**_" Poison roared. "We're sick of your babbling! Do you _ever_ just **_stop talking!?_**"

Scarlet Spider sighed. "Figures I had to run into something that Spider-Man already pissed off. I really need to start getting more of a rep for myself…"

Poison roared in fury yet again and surged towards Scarlet Spider in a bloodlusted fury. This time though Scarlet Spider was able to move out of the way in time, avoiding the feral attack and shooting some web bullets at Poison to no effect. Poison slashed at Scarlet Spider and missed. Scarlet Spider tried to get in close and unleash the Way of the Spider on his foe, but she was able to take a distressing amount of punishment from his rapid-fire strikes, and her retaliatory attacks were both fast enough to hit him, and hard enough to hurt him. Upon realizing this, Scarlet Spider fell back.

_Okay, so that didn't work…_

Poison let out another roar and again ran at Scarlet Spider. Deciding then and there that he didn't want to stick around, Scarlet Spider took off on his webbing. Unfortunately, Poison pursued on tendrils.

_Damn. Looks like I'm in for it now..._

-X-

With a roar, Toxin lunged forwards.

Riot was the first one he attacked. He recognized the blue symbiote as the toughest and most vicious of the three, and thus Toxin's base nature and primal instincts mandated he go after him first. That, and he was the one blocking his exit.

Toxin laid into Riot with as much force and fury as he could muster. Riot responded by just taking the blows as they came and then trying to grapple Toxin and pummel him. The two began a brutal process of grabbing one another's arms and head and then forcing the other off, each one also throwing in a few punches here and there for good measure. Phage tried to get at Toxin from behind, but Toxin elbowed him in the face and then punched him backwards. Lasher tried to restrain Toxin's arms with his extra-long tendrils, but Toxin swung out with his arms and slammed Lasher into the walls and ground until the green symbiote at last relented and retracted the tendrils.

"Gimmie a real fight!" Riot bellowed as he continued to weather Toxin's abuse.

Phage again came in for another attack, and again Toxin fought him off, alternating between the yellow and blue symbiotes as they both lunged at him again and again. None of the three fought with any real strategy or skill, instead throwing punches around as wildly and ferociously as they could, striking one another again and again as Toxin did what he could to overwhelm his two opponents as they tried to gang up on him.

Then Lasher recovered and leaped at Toxin. Toxin tried to grab him, but Lasher evaded him and then tried to throttle him with his tendrils, using them as a kind of garrote. Toxin snarled and slammed Lasher into the wall behind him over and over, but this time Lasher held firm.

With Toxin now distracted by Lasher, Riot and Phage were on him again in an instant, both hammering away at him without mercy. Toxin bellowed and snarled as he received this beating, all the while still trying to tear Lasher off of him. Finally, he succeeded in grabbing Lasher and ripping him off successfully, before then slamming the green symbiote into Riot as hard as he could. Again and again he swung Lasher as though he were a broadsword, slamming him into Riot and Phage before finally tossing him away after he'd managed to force his way out of the corner he'd been backed up into.

With Lasher down and Riot and Phage reeling, Toxin felt he could come out ahead. Sure, he was injured too, but he could still fight, he knew he could. And more than that Toxin was angry. Angry in the way a predator or a beast became when it had been provoked, when it had been cornered, beaten, when it had been made to smell blood. And all of those things had happened to Toxin now. So he would respond as any true beast of power would.

With a roar, Toxin lunged at Riot and Phage again. This time though, he didn't reach them.

An intense, shrill sonic cry struck Toxin before he could move out of the way in time. Toxin let out a shriek of his own as the sonic vibration hit him and caused his symbiote to ripple and wail, which in turn made Patrick Mulligan feel as though he'd had a thousand needles stabbed into his person. Sinking to his feet, Toxin turned to the source and could see a new Symbiote creature had appeared, namely Scream, who shook her head at the sight.

"Knew I shouldn't have let you boys try this alone. Never get a man for a woman's job."

And then, Scream unleashed another of her namesakes at Toxin, and again he howled in pain. Enjoying the sight of Toxin writhing in pain and agony, Scream kept it up, and Toxin's symbiote began to flee and peel away from Patrick Mulligan's helpless body as Scream continued to torture it with her sonic namesake.

But then, before Scream could finish him off, a hailstorm of black bullets struck Scream in the back. She whipped around and received a booted foot to her face. As Scream went flying backwards, Riot, Phage, and Toxin all looked up to see a man in black body armor and mask surge towards them guns blazing. The black bullets they fired seemed to do a much better job of hurting Riot and Phage, and the two of them began to back away as they continued to be pelted with ink-colored projectiles. Toxin was eager to pitch in, but he remained on the ground, still in so much pain from Scream's sonic attack. Slowly, ponderously, the symbiote began to return to Patrick Mulligan as tears ran down his eyes and his ears rang like they were right next to a bell. He'd felt the pain almost as much as the symbiote had, and it left him just as disinclined as his symbiote was to get back up again.

Meanwhile, the man in black squared off against Riot and Phage. Weakened as they were from the fight with Toxin, the yellow and blue symbiotes were slower to strike, and the man in black avoided each and every one of their attacks with ease. Phage attempted a sweeping slash with his claws but the man in black leaped over it and then fired more black bullets right into Phage's face. Phage screamed in pain and covered his face as he backed away. Riot surged towards the man in black, but the man in black was ready for him and deftly side-stepped out of the way of every attack, responding to each missed blow with what a watching Toxin identified as military hand-to-hand. Determined to help, Toxin recalled the rest of his symbiote, staggered to his feet, and charged.

Riot didn't see Toxin coming in time to move, and Toxin slammed into him shoulder-first with the force of a speeding truck. Riot went flying out of the alleyway and right into a nearby car, which he then went right through before at last smashing into a wall with enough force to leave a small crater it. Riot groaned, forced himself out of the crater, took two steps forward...and promptly collapsed, face-first onto the pavement.

Toxin collapsed too, still weak from Scream's attack and now back on his knees. He looked up at the man in black and could see his appearance in a bit more detail. He had the look of a commando or black ops soldier, which would along with the fighting style support the idea that he was a military man of some kind. His chest-plate featured on the front a white spider logo, and the mask/helmet had two white eye-holes that actually narrowed as the man in black looked at him. White squares were on the fronts of his hands, which Toxin realized now that he looked more closely at them were actually more like claws.

"On your feet soldier." The man in black ordered, his voice actually sounding younger than Patrick's own, but nevertheless still filled with authority and grit. And it was for that reason that Toxin did as he was told.

"Who...who are you?" Toxin asked.

"Your grandfather kiddo." the man replied laconically, before then adding off-handedly: "...at least a part of him anyway."

"What?"

"Your symbiote. Mine's part of...never mind, I'll explain later. For now, stay close to me. You're going to need my help."

"And why is that? Again, who are you?"

"You can call me Agent Venom. As to why you need me, well the reason for that is simple: I'm a soldier, this is a war, and you just got drafted. Welcome aboard."

-X-

Spider-Man allowed himself a quick break to stop now that he was confident that he had put some distance between himself and Poison. Still wanting to err to the side of caution though, Spider-Man looked about for any sign of the symbiote villainess' presence. He found none, but with his Spider-Sense of no use here he wasn't taking that as an indication to breath easy. The one thing that reassured him though was the fact that Poison was unlikely to try and sneak up on him or remain in the shadows for long, her temper and bloodthirsty hatred of him being as bad as they were. If and when Poison did show up again, she'd be making a lot of noise.

But then Spider-Man's spider-sense _did _start to go off. Turning around, he saw a short, lean man in what he recognized as the costume worn by the Dark Avenger's Wolverine. And that in turn told him…

"You. What, your dad wasn't around so you decided to take a shot at me?"

Cougar smiled. "Something like that. That and the boss man wants you dead, so..." Cougar raised his arm and two claws popped out of his gloved hand while a third came out of his bottom wrist. An identical set of claws appeared on the other hand, and Cougar was soon in a fighting stance. Spider-Man had the good sense to move just as Cougar lunged at him with a roar. Cougar recovered from the miss quicker than he would have wanted, and soon the son of Wolverine was going at him again.

Spider-Man side-stepped and weaved his way out of every claw slash and thrust, and delivering punches and kicks when and where he could.

"Keep it coming bub! I can do this all day!"

Spider-Man responded by giving a good kick right to Cougar's face that hit him hard enough to send him flying backwards. Cougar growled as he staggered for a moment before his healing factor began to kick in and undo the damage done by Spider-Man's attack.

"Nothing you dish out can put me down. I got all of dad's powers, down to the Healing Factor."

"Yeah, I figured as much." Spider-Man said sadly before adding: "...but on the flip side, it means I don't get to hold back as much."

However, before the fight could continue any further, the two were interrupted by the arrival of the Scarlet Spider, who fired several web bullets in Cougar's direction. Cougar evaded these in time, but was still forced back by them. Scarlet Spider then landed next to Spider-Man.

"Scarlet! What are you doing here?"

"...please don't just call me Scarlet. As to why I'm here, I'll tell you after your friend here is down for the count...along with mine."

"Wait, what?"

Spider-Man turned to see Poison swinging down towards the two Spiders, both of whom managed to clear her path in time. Poison landed and then stared down the two Spiders.

"So you really _weren't_ Spider-Man...what does it matter though? You're still dead!"

"Friend of yours I take it?" Scarlet Spider asked Spider-Man.

"Something like that." he replied in a deadpan just as Poison and Cougar both lunged at the two Spiders yet again. The Spiders leaped out of the way, and with Poison now once more going after Spider-Man again and again, Scarlet Spider was forced to contend with Cougar, who's attacks he dodged as easily as Spider-Man had, which elicited frustrated grunts and growls from the son of Wolverine.

"So…" Scarlet Spider said as he weaved out of the way of more of Cougar's attacks. "...I take it from the claws and costume you're something of a Wolverine fan?"

Cougar's eyes lit up with utter rage and Scarlet Spider found himself regretting that particular remark when Cougar lunged forward with such speed he left a small cut on Scarlet Spider's hoodie as the hero narrowly avoided the attack.

"Not cool man. That custom hoodie wasn't cheap."

"_**Shut your mouth!**_" Cougar roared, unleashing more attacks on Scarlet Spider as he did. Scarlet Spider dodged them all, and retaliated with some kicks and punches that managed to knock Cougar backwards, with him sliding against the roof and almost going right over the edge of the building.

Cougar snarled as he got back to his feet before lunging at Scarlet Spider again, who managed to leap over his head and dodge his savage claw attack. Again and again Scarlet Spider danced around Cougar, deftly avoiding his frantic, frenzied blows much the same way Spider-Man himself had mere moments ago.

"Stand still you coward!" Cougar snarled, again slashing at thin air when he meant to slash at Scarlet Spider's flesh.

"And let you cut me to ribbons? I think I'm gonna pass on that if it's all the same to you."

Growling, Cougar lunged forward, claws extended. Scarlet Spider avoided him easily, and then continued to stay on the evasive, backpedaling as Cougar pressed his assault, all the while continuing to growl and snarl like a wild animal. But then perhaps in the end that was what he was. For after all, he _was _named Cougar.

Meanwhile, Spider-Man continued to hold his own against Poison, dodging when he could and replying in kind with rapid-fire attacks. His heart pounded in his chest and adrenaline surged through him as always, but this was one of the times when it was particularly intense.

Another punch from Poison that he narrowly avoided. A kick shot out to keep her off-balance. Spider-Man was quickly catching on to the fact that wherever he moved, Poison followed. Any strike he unleashed was parried, dodged, or endured, or vice-versa. Again and again the two danced around each-other, and Spider-Man realized it was as it had been when he had fought his clones Kaine and Ben:

An impasse.

Which of course meant, that something needed to appear that would tip the scale in Spider-Man's favor. And as it so happened, a certain man in red was right there to be that scale-tipper.

"Hey bro! A little help?"

"I'm a bit busy with Wolverine's red-headed stepchild right now." Scarlet Spider said sardonically as he continued to avoid Cougar's frenzied attacks, which had become that much more frenzied still after Scarlet Spider made the mistake of making light of his antipathy towards his father.

Eventually though, Scarlet Spider tired of being on the evasive, and no sooner had he gotten a solid feel for Cougar's fighting style did he start fighting back. Leaping over Cougar's latest thrust, Scarlet Spider drove his foot into the back of Cougar's skull. Cougar screamed in pain as it felt as though someone had put an alarm clock inside his head, and swung out with one of his arms. Scarlet Spider ducked under the messy and clumsy swing as he landed and then sped towards Cougar, striking him with the rapid-fire speed he had inherited from the real Spider-Man. Cougar rolled with the punches as best he could, but even he couldn't take the abuse for long, and his attempts to fend off Scarlet Spider were in vain as his claw strikes became more sloppy and uncoordinated the more he was hit. Finally, one last kick straight to the jaw sent blood flying out of Cougar's nose, knocked him backwards, and put him on his back where he lay still.

With Cougar down for the count, Scarlet Spider turned and ran at Poison. Poison saw him coming in time to shoot out some tendrils, but Scarlet Spider avoided these before then closing the distance and assisting his brother in their fight against Poison. Suddenly under attack from double the number of rapid-fire strikes, Poison roared in fury but was nevertheless forced back more and more. Every time she tried to strike one Spider the other rushed in and pummeled her some more before then retreating as the other Spider came in for another go. Eventually, Poison began to slow down, before at last the two Spiders together tripped Poison via a joint-web line. Poison collapsed and turned around just in time to receive a double-kick from the two spiders attacking in tandem. Poison was sent flying backwards by the attack before then tumbling and coming to a halt on the edge of the building. Poison moaned and tried to get back up, but mercifully the symbiote villain stayed where she was.

Breathing out a sigh of relief, Spider-Man turned to Scarlet Spider: "Thanks for the assistance. Don't think I could have beaten her on my own. We should count ourselves lucky though: had she been as strong as Venom or Carnage we wouldn't have beaten her at all."

"I take it Venom and Carnage have powers similar to her's?"

Spider-Man nodded. "To make a long story short yes. I'll fill you in on the details later. For now, we need to get out of here and get back to home base."

Scarlet Spider raised an eyebrow behind his red mask. "Homebase?"

Spider-Man nodded. "Yeah. You didn't really think it was just me by my lonesome did you? I'm part of the resistance now. And as of right now you are too. Hope you brought your sleeping bag."

-X-

"So…" Patrick Mulligan began as he and Flash Thompson continued to walk through New York in their civilian alter-egos. "..._your_ symbiote is actually a fragment of _my_ symbiote's grandfather?"

Flash nodded. "Yes. And as you saw from back in that alley ours aren't the only symbiotes out there. There's those four thugs plus at least one more named Agony who I already managed to beat. Wouldn't be surprised if she came back for more though. I know the others definitely will."

"And are those the only other ones?"

Flash shook his head. "I don't know. I know there's mine, the symbiote it's a fragment of, which is Venom's, yours, your symbiote's 'parent', and the ones of the five that are hunting both of us right now."

"What do they want with us? They said something about their boss being interested in me…"

"Who knows? Probably whoever wants us wants to weaponize us and control us in some way, find a way to make an army of Symbiote creatures."

"I've got enough of a headache with just _this_ one, never mind a thousand or more…"

_Hey! I'm right here! You wanna repeat that to my face buddy!?_

Patrick sighed deeply.

"Your symbiote giving you grief again?" Flash asked. Patrick nodded.

"Get used to it." Flash replied bluntly. "They're very demanding creatures. They require a lot out of their hosts. Not just a vessel for transportation and a body to draw on for shared vitality, but also purpose of some kind. Be it adventure, thrills, justice, or in many cases just straight up destruction. They also tend to have bad tempers, and require a lot of praise. Yours, being so young, will be particularly immature, but also impressionable. You should use that to your advantage."

"Wait, what?"

"Think about it: your symbiote is young. A newborn basically. That means it's a blank slate, and how you think and behave, how you act, can influence how it turns out. You can make sure that this symbiote is a heck of a lot nicer than the others of it's family."

Patrick made a humorless chuckle. "When I imagined becoming a father I never thought it would be like this…" Patrick muttered. He paused for a moment and then said matter-of-factly: "You seem to know an awful lot about these creatures. You're almost like an expert."

Flash Thompson shook his head. "Not exactly. I've just had one on me for almost one and a half years now, and let's just say I went through a lot of growing pains learning to control this thing. Almost lost the fight actually. But I _did_ learn some things in the process. Lucky you that I'm here to give you those nuggets of wisdom. Otherwise you'd have to learn the hard way like _I _did."

"Well, I'm glad to be having some help here. I don't really know anything about these 'symbiotes', so I really do appreciate all the information you're giving me."

As they continued to walk, Flash took notice of the police badge that was now being worn inside the pocket of Patrick's overshirt, it's top still peeking out.

"So you're a police officer?"

Patrick sighed. "Well I _was_ anyway. Now...I have no idea what I am, except for apparently this thing's father."

"Well look at it this way: you've got _me_ watching your back. And one thing you should know about me is when I've got someone's back, I've got their back. End of story."

Patrick nodded. "Good to know. Good to know…"

As they continued to walk, Patrick could hear his symbiote continue speaking to him, it's voice indeed sounding almost exactly like a hyperactive and over-excited child who didn't know when to be quiet.

_I like this guy. He helped us. He's nice. And he's got a part of grandpa, which is also nice. Do you think we'll ever meet the rest of grandpa? Do you think he'll be as nice as this part of him? Or will he be as mean as daddy? I don't know? Do you know? Hello? Hello?_

Patrick sighed and kept walking with Flash.

**Author's Note: And so, the last of the chapters set in 2013 comes to a close. The rest of this story takes place in 2014. Yes, I know I'm a year behind, but just bear with me. If nothing else I made sure to emphasize that it is the end of 2013 with the cold climate.**

**And now for some trivia!**

**Agent Venom is a thing in 616, and also the Ultimate Spider-Man cartoon as it turns out. For those who read Spider-Man Downfall, I did foreshadow this, and now here's the payoff! Sorry it took so long, but there really was no room for it in Back in the Neighborhood. Hopefully, his presence in this third and final chapter will make up for lost time!**

**Wolverine's son goes by Daken in 616, but I never understood why he called himself that. So instead, I decided to have him be called "Cougar" here, because like a Wolverine it's a dangerous North American mammal. I thought it kind of fit on that level. It's also a vicious big cat like a Sabertooth, thus connecting the name to Wolverine's arch-enemy as well. So therefore, Daken here is named Cougar. Also thought I'd note that my version of Daken/Cougar doesn't have the pheromone power that he had in 616, which was the only thing that allowed him to do well against Spider-Man in their fight in 616 anyway. The second Peter overcame that, he turned the tables and beat Daken. Hence why Scarlet Spider could beat a pheromone-less Cougar here.**


	5. On the Run

**Author's Note: And so with a new year upon us I return to this story! Note that as I mentioned before, the date of this story is one year behind our own, so this chapter is set in early January of 2014 rather than 2015. Just thought I'd emphasize that.**

**Anyway, hope you all enjoy my story!**

Chapter 5: On the Run

The cold early January air was bitter to the skin and senses both, something Spider-Man became acutely aware of the more he swung through the city. His superhuman durability and the thermals he now wore under his costume ensured that the cold was not in any way painful, but it was an irritant to be sure. Between that and the ever-less friendly atmosphere Spider-Man was greeted with when he went swinging about, he wondered if perhaps he wasn't better off just staying in-doors.

But no, Spider-Man thought. No, he had to stay out and about. The ever-present desire to make sure he got in his day's time patrolling New York and staying on the look-out for potential dangers ensured that he kept at it. That, and if he was being totally honest with himself, Spider-Man couldn't stand still. Couldn't keep hiding. He needed to be out and about for at least a little while. Needed to be _doing _something.

As Spider-Man continued to swing through the snow-capped buildings of New York, looking down at the masses that every day looked at him more and more like he was a total stranger, he thought about his current situation and lot in life.

The tail end of last year had seen him spending more and more time with the Secret Avengers, to the point that most of his most important possessions in life had already been moved there. Little did Spider-Man know that such a move on his part was about to prove to be a most prudent one indeed.

_And it sure does feel lonely out here… _Spider-Man mused as he continued to swing through the snow. _With even DD gone and what other unregistered heroes there are being mostly in hiding I seem to be the only legit superhero out and about these days. Well, at least Ben's here now._

Spider-Man's spider-sense buzzed to indicate the coming of something dangerous. Figuring it was the Cape-Killer helicopters doing their usual patrols, Spider-Man swung out of sight, hiding behind a building as, sure enough, a helicopter bearing the SHIELD insignia did indeed fly by. Fortunately, they didn't spot him and continued on.

_Much as I don't mind the limelight, that's one kind of attention I can definitely do without. _Spider-Man thought as he swung away, going out of his way to put some distance between himself and the Cape-Killer helicopter. As he swung by though, he neglected to notice that someone else was watching him. Two people, in fact.

"He was hiding from that helicopter." the woman of the pair noted. "That's a bad sign."

"Eh, I had the same sort of problems every so often. I'm not surprised. In any event, those helicopters are soon to be the very least of his worries."

"I know love, I know. Do you think we should approach him now?"

The man shook his head. "No my dear. Let's wait a little while longer. The situation may be dire, but not so much so that we can't put it off for a _little _while. Besides, there are others more in need of our immediate assistance."

The woman nodded. "True. Which one should we go to next?"

"I already have one selected. Follow me."

And with this exchange, the couple vanished, gone from both New York and the Earth.

-X-

"I think I might finally be getting the hang of this a bit." Patrick admitted as the symbiote covering his body retracted now that his latest escapade as Toxin had come to a close. "...I think the Symbiote's responding to me better. It's listening more, obeying my commands. And it doesn't whine as much either."

"_Hey! I heard that!"_

Patrick sighed. "...actually, scratch that last one. It's probably just wishful thinking."

"My advice to you would be to keep at it. With these symbiotes you always have to impose your own will on it, always make it clear that you're the one giving the orders. You stop doing that, and the Symbiote starts taking your body on one really bad joy-ride. Think of it like being stuck in a car with a drunk driver, only the ride never ends."

"You sound like you're speaking from experience again."

Flash nodded. "I am. On both counts actually."

"...oh."

Patrick's police career had seen him arrest a few drunk drivers in the past, but he also knew that people could change. In light of Flash's going out of his way to help him, he felt confident that the man had improved after whatever bad brushes with the law he might have had before.

"So…" Patrick began, before stopping, and adding: "...where do we go from here? I'm not going to have to be on the run for the rest of my life am I? Hunted constantly by those...things?"

"If I can figure out where those damn things are being made and destroy them at the source, no. That's my mission you see. Find the source of these new symbiotes and blow it sky-high. And then hopefully whoever was making these artificial symbiotes in the first place can get what they deserve."

"Artificial?"

Flash nodded. "Yeah. The ones we fought? They were _grown_. They're not natural. My symbiote can sense it, and if yours ever matures it will be able to too. Of course, by that point we'll have hopefully destroyed them all."

"You still haven't told me who these 'symbiotes' are working for…"

"That's because I don't know, though I could probably guess. Oscorp's always had a shady reputation, and with Harry Osborn having been exposed as the Hobgoblin a couple years back, I wouldn't be surprised if his scientists were growing symbiotes somewhere…"

"Harry Osborn...I think I've heard of him. Isn't he leading a new Avengers team now?"

Flash nodded, the look on his face grave. "Yeah, he is. But don't think that means he's a nice guy now…"

-X-

Harry Osborn stared out at the snow as it continued to fall outside of his window. His cold eyes scanned the scene in front of him even though it had nothing special to show, but then Harry wasn't really looking for anything his eyes could locate on their own. No, he was busy...thinking.

_He's still out there._

_That he is. We need to kill him now, so he'll finally be out of our way for good._

_And for revenge too of course._

_Yes, of course! Why wait any longer? Now's the perfect opportunity! Strike now, before he slips away again!_

_I don't trust Hill to do the job properly, or anyone else frankly. This is something we need to do ourselves._

_We can still bring back-up though._

_Yes, we can. And I think I know just who to bring…_

-X-

Peter sighed in frustration as he fell backwards onto his couch. Looking out in front of him only served to remind Peter of the things he'd moved out of his apartment and left in the Secret Avenger's hideout in the event his apartment was ever compromised, and _that _in turn only served to make him more miffed than before. That he hadn't made much if any progress with his Spider-Armor at Horizon Labs also increased his irritation, and especially when there could scarcely be a better time for him to have it ready.

_Even if I did build it with different villains in mind. _Peter acknowledged bitterly.

Peter quickly decided that he had to talk to someone, anyone, or he'd only get even more agitated than he already was. Getting up, Peter called his aunt, eager to hear her soothing and reassuring voice once again.

The phone rang. Busy signals came through. Finally, Peter heard his aunt's voice: "Hello?"

"Hi Aunt May, it's me."

"Peter? How are you? It's been a while since you've called…"

"I know Aunt May, it has been. I've been...I've been really busy lately."

"Are you alright? I've been hearing so many awful things on the news lately. After that horrible man killed all those people…"

"He's not going to hurt you, me, or anyone else here." Peter said, it now being _his_ turn to reassure _her_. "...at this point I'd be more concerned about the people we've tasked with keeping us all safe. One Osborn and his crew in particular…"

"I saw them on the news too." Aunt May admitted. "You're not really a part of that team are you Peter?"

Peter shook his head fiercely. "Not a chance. You taught me not to hang out with bad people a long time ago, and whoever those bogus Avengers may be they're not…"

Peter paused as he realized his spider-sense was tingling, and in fact more than that it was buzzing **_hard._** Realizing he needed to move fast, Peter raced to where his Spider-Man costume was, as he did saying: "Uh, Aunt May, something just came up and I really need to go. I'm sorry to break off like this. I'll talk to you later, I promise."

"Okay Peter. Is everything alright?"

"Not exactly." Peter confessed before adding: "...but I should be fine. I'll call you back, I swear. I love you."

Peter said that last bit just to make sure his Aunt would know it one last time in the event things didn't go well. His spider-sense was now ringing intensely, and no sooner did Peter slip on his Spider-Man costume did he dive to one side just as something was shot right through his window.

What came next was a blur to Spider-Man, and confounding to all of his senses, even his Spider-Sense, which itself was now going absolutely crazy. Spider-Man screamed in pain and clutched his head tightly as he struggled to get a feel for what was happening to him. He felt sick, nauseous, was shaking violently, and his head felt as though someone had taken a jackhammer to it. He was also starting to cough violently and his vision was getting blurry.

Realizing very quickly that he wouldn't last in these conditions, Spider-Man desperately smashed through the window that the canisters of the chemical gas had already been shot through, but as he did he found himself plummeting. Spider-Man tried to shoot out a web-line, but for once he was too slow, and his vision remained too blurred to make him accurate anyway. Spider-Man gasped in pain as he hit the ground, his body in turn feeling like it had been hit by a semi-truck.

Spider-Man gasped again and then coughed and grunted as he felt bruised and battered. Staggering to his feet, Spider-Man found it painful to walk. But, he soon found, at least the chemical gas was gone, and his head was already beginning to clear, but his Spider-Sense in turn started to buzz intensely again.

Sure enough, Spider-Man now saw two vans drive up in front of where he was, and from these vans, squads of Cape-Killers spilled out. Next thing Spider-Man knew, he had well over two dozen guns trained on him. On a nearby rooftop overlooking Peter's apartment, the Dark Spider-Man who was really Hybrid in disguise oversaw the arrest in progress along with the Cape-Killers who had shot the canisters through Peter's window. It was he who gave the order: "The boss made it clear he wants a body. So take him down." Then, adding with just a hint of sadism: "...and make it hurt."

A dozen shots rang out at once. His spider-sense (and agility) kicking into overdrive, Spider-Man ducked, weaved, and moved out of the way of each of the bullets as they came. He surged past two Cape-Killers, leaping right over their heads as he took off to the left. He web swinged to a nearby building and then swung through the air as the Cape-Killers pursued. Spider-Man didn't bother to look back, didn't stop for anything. All he was thinking now was that he had to survive, and to survive he had to get away, had to retreat to the safety of the Secret Avenger's hideout. It was his only sanctuary now.

The Cape-Killers continued their pursuit, Spider-Man finding to his horror that their helicopters were gaining on him more easily than before. Spider-Man felt slower, more sluggish. His body no longer shook and he no longer felt a powerful urge to vomit, but he was still suffering from whatever it was he'd been gassed with.

_Harry must have found some kind of cocktail to weaken me with...what is it?_

Spider-Man's thoughts were interrupted when his Spider-Sense signaled the rapid approach of a new threat. Spider-Man tried to move out of the way, but this foe was too fast for him, ramming into Spider-Man with incredible force and taking off with him in tow. Spider-Man quickly realized that it was Harry in his American Son armor.

Spider-Man felt American Son's grip on his throat tightening. He gasped for air and realized he wasn't taking in any. Quickly, instinctively, Spider-Man reached for his belt, took out the one thing he knew had a chance at saving his life, and slammed it into American Son's arm.

An electrical surge shot through the arm and short-circuited it, which caused it to release it's grip on Spider-Man who plummeted, gasping for air as he did. He stuck himself to a nearby wall and started taking in mouthfuls of air. Mercifully, the helicopters were far enough away now that Spider-Man could get this respite without being shot, but then American Son flew up in front of him.

"EMP device...and it actually shut down my arm…"

Then, American Son raised the arm and out came a repulsor blast that Spider-Man barely dodged, back-flipping higher-up onto the wall of the building as he did.

"...temporarily anyway. You didn't really think I wouldn't make sure this armor was shielded against EMPs did you?"

"Still worked though."

"Not long enough." American Son replied curtly before then surging forwards with the intent of pulverizing Spider-Man into mush. This time, Spider-Man was able to move out of the way of his charge, as he did firing out a mess of webbing for American Son to fly straight into. This bought Spider-Man time to put some distance between himself and his armored foe as American Son savagely tore apart the web-net he'd been caught in.

Spider-Man considered his options as he continued to swing. He'd known he might have to face Harry in his American Son armor, but he'd only had time to make the one EMP device at Horizon Labs, and they clearly didn't do much good anyway. He knew he couldn't match the armor in a straight on fight either, and likely couldn't even outrun him. What was he to do?

Deciding that at this point anything would be better than just giving up, Spider-Man continued to swing furiously, turning a corner and hoping that American Son didn't take the direction he went down. He then swung lower to the ground to lose the helicopters before they spotted him and signaled American Son. So long as they didn't know where specifically he'd gone, he had a chance.

Soon, Spider-Man was on the ground. His Spider-Sense had stopped buzzing for a moment, suggesting he was safe for now. Looking around for a nearby manhole cover, Spider-Man soon found one, and rushed forward. Ignoring the shouts of the confused pedestrians, Spider-Man raced to the manhole cover, lifted it, and dropped right down it, closing it as he did.

Now he was in the sewers, but this time around the bad smell came as almost a kind of relief, Spider-Man breathing a long, deep sigh as he allowed himself to think that for the moment at least, he had evaded pursuers he had no hope of overcoming in a fight.

Spider-Man came to a platform overlooking the flowing sewer water, and chose to rest there. He slumped against a nearby wall and tried to call the other Secret Avengers via the communicators they now all had, ones that could not be traced courtesy of Yellowjacket's modifications to them. But unfortunately, when Spider-Man turned it on and tried to contact Cloak and Dagger he received only static.

"...and no reception down here. Brilliant."

Spider-Man's predicament went from bad to worse when his spider-sense began to buzz again, alerting him to the fact that he was no longer alone in the sewers. Getting to his feet in an instant, Spider-Man web-zipped from wall to wall in the direction opposite the one the danger was coming from. As he continued to move though, he realized that his Spider-Sense was alerting him to something coming at him from the direction he was taking as well. Cursing his bad luck, Spider-Man tried moving to the side, but he soon found to his horror that it was a dead-end.

Thinking quickly, Spider-Man web-zipped to the ceiling and began making his way across it. With any luck he could pass right over the heads of whatever was nearby, something that was causing his Spider-Sense to now buzz quite hard.

Fearing detection, Spider-Man briefly paused, knowing as he did that his bright red and royal blue costume was less than ideal for stealth purposes. But also knowing he couldn't stay still for long, Spider-Man began to move once again, this time more slowly than before so as to make less noise.

He could see who was down there in the sewers with him now. He was a tall and well-built man in black commando and spec ops gear and body armor that covered him completely. He wore some kind of black mask over his face, though Spider-Man couldn't make out the details because the man currently had his back to Spider-Man. Mounted on the man's back were a pair of sheathed swords, katanas if Spider-Man was making them out right. Interestingly, he seemed to have no other weapons on him.

Spider-Man considered his options. He could keep moving, but he feared detection. Perhaps he should just wait until the man in black moved on on his own. But how long would that take?

But then, the man said: "I know you're here somewhere. You might as well come out now. I don't like waiting for anything, least of all my prey. Come out now and let's end this."

Spider-Man's eyes widened in surprise behind his mask at the man's statement. He froze in place as he again considered his options. Did the man really know he was there, or was he simply spouting off? Should he indulge his pursuer, or stay in hiding?

His choice was made for him when the man in black turned around and looked up, seeing Spider-Man as he did. Spider-Man cursed under his breath before then diving to the ground and rolling (as he did drenching his costume in sewer water) just as several shuriken came at him.

Staggering to his feet as the horrendous smell of the sewer water filled his nose and eyes and his soggy costume stuck to his skin oppressively, Spider-Man held his ground as he saw who his foe was in full. His mask's front was now plainly visible, and resembled a kind of skull almost. Between that and the swords, Spider-Man was reminded of the Taskmaster, but this foe was a different man, of that he was sure. Who specifically, Spider-Man didn't know, but if his spider-sense buzzing the way it did was any indication, he was bad news.

"Had a feeling you might flee down here. My employer had the same idea, which is why there are those SHIELD boys down here as well. Think you can beat me before they show up and gun you down?"

"I think so." Spider-Man said darkly.

The man in black chuckled. "We'll see. If I were you, I'd consider myself lucky. I've always found death by the sword to have a much more...poetic feel to it then death by a clumsy, graceless gun."

And then, the man in black drew his two swords (which were indeed katanas) and lunged forwards. Spider-Man back-flipped to avoid him as the man plunged his two swords into the ground. Pulling them out, the man surged towards Spider-Man with a distressing amount of speed. Spider-Man leaped over him, but then had to weave his body out of the way to narrowly avoid an upwards thrust of a katana, and then ducked as the man spun about and swung out with one of his swords. This was followed by yet more sword slashes, ones that forced Spider-Man back more and more.

"You're as fast as the stories said you were. That's good. I've been _dying_ for a challenge."

"Who are you anyway?" Spider-Man asked as he continued to avoid the man in black's blows. "...I mean, you're obviously not Deadpool, Bullseye doesn't do swords, and I beat up Paladin already. The skull and swords make me think you're a Taskmaster fanboy. One of his students maybe?"

At this, the man in black laughed. "Student? No. I _defeated _the Taskmaster. Beat him like he was a child in fact. Just as I did to Black Widow and Wolverine, and just as I'm going to do to you once my swords' cold steel find their way into your warm flesh."

"Okay...I think you need to take your medicine again."

"Joke all you want. It won't change a thing. And as to who I am, you can simply call me...Mr. X."

"Mr. X huh? Any relation to Mrs. Y?"

Mr. X said nothing, instead lunging forward again. By now, Spider-Man had adjusted to Mr. X's high level of speed and began retaliating. He fired some webbing at Mr. X's katanas to pull them away, but Mr. X sliced the web-lines to bits as they came at him, his swords flashing in steel blurs as they cut the web-lines away.

Seeing that that strategy wasn't working, Spider-Man instead elected to fire some webbing at a lower angle, aiming for Mr. X's legs. Mr. X sliced these web-lines to bits as well, but Spider-Man was able to surge forwards quickly enough to intercept the villain as he did this, striking out with his leg. The kick struck Mr. X square in his armored chest, but said armor seemed to hold, and Mr. X in the end didn't fly back as far as Spider-Man would have wanted.

Mr. X quickly leaped to his feet, and went at Spider-Man again. Spider-Man fired some webbing but by the time he'd raised his arms and fired the web lines, Mr. X already had his swords raised to meet the webbing, and once more, the web-lines were slashed.

"Wow...you're fast."

Mr. X smiled behind his helmet as Spider-Man said that. If only he knew part of the reason why that was. But then he'd probably figure it out soon enough.

Mr. X surged towards Spider-Man once more, swords flashing. Spider-Man spun away untouched, before then darting forward again. Mr. X slashed at him, and Spider-Man found himself surprised with how quickly the mercenary reacted to his attack, and in turn how close Spider-Man came to being cut by the sword.

Spider-Man backpedaled, but Mr. X pursued. Spider-Man realized that every time he made some kind of move, Mr. X rapidly responded to counter him. Again Spider-Man tried to make an attack, and again Mr. X reacted quickly. _Too _quickly.

Then it dawned on Spider-Man: that was why Mr. X was so good. Why he could keep up. By whatever means, the mercenary had some kind of precognition. He could sense Spider-Man's moves right before the hero made them.

As Spider-Man realized this, Mr. X began to take the initiative, bearing down on Spider-Man with swords swinging. Spider-Man narrowly evaded each strike as it came, one managing to tear his costume a bit but not his skin. Pulse quickening as he realized how close he'd come, Spider-Man backpedaled more quickly, and then decided that if knowing his foe's moves before they made them was how Mr. X operated, then Spider-Man would just have to go too fast for the villain to keep up.

Lunging forward, Spider-Man hit Mr. X so hard he left a crack in the skull-like visage on his mask's face-plate. Mr. X went flying backwards, but recovered and slashed out with one of his swords. Spider-Man was gone by the time he did this, and landed right in front of Mr. X. He ducked under the slashes of Mr. X's swords and then delivered several strikes to his armored torso that came too hard and too fast for Mr. X to respond. A kick disarmed Mr. X of one of his katanas. Mr. X slashed out with his other katana, but Spider-Man ducked under this slash and then kicked the katana out of Mr. X's hand, before then shooting a web-line at it and tossing it away.

Mr. X came at Spider-Man fists and feet flying. Spider-Man ducked and dodged out of the way of every strike as it came, before then retaliating with his own. Now though, Spider-Man was striking so fast that Mr. X could only see what his next few injuries would be, helpless as he was to react to most of them. For every strike Mr. X evaded successfully he walked into two or three more. By this point his armor had been largely ruined, and Spider-Man broke off his attack, knowing that if he kept at it the way he was he was likely to break quite a few bones in the other man's body.

Mr. X was staggering now, swaying. He collapsed onto a knee, but then willed himself to stand up again, even though he felt bruised and battered all over. He took a few steps forwards, then incredibly managed to move as Spider-Man fired some web-lines at him to trip him up. Snarling, Mr. X surged towards Spider-Man. Spider-Man leaped over his head, but Mr. X grabbed his leg and pulled him down. With his other hand he drew a knife and tried to plunge it into Spider-Man's body, but Spider-Man reacted in time to catch the knife hand. Mr. X though had already wrapped his other hand around Spider-Man's throat.

"I know your every move before you do." Mr. X snarled, the damage to his mask now such that one of his eyes was showing, narrowed with hatred and a clear desire to murder present in the lights of the eye. "And I always, _always _kill my mark!"

Spider-Man responded by kicking Mr. X so hard he sent him flying up into the roof of the sewer tunnel, which he impacted into before then falling down into the sewer water where he lay still. Fearing that he might have killed him, Spider-Man tore off Mr. X's ruined mask and put a finger to his throat. There was a pulse. Faint, but present. And Mr. X's head seemed to be intact as well, meaning the helmet had done it's job one final time.

Spider-Man's relief was short lived though, when he heard the sounds of men approaching, shouting, calling out to others to follow. Taking that as his cue to leave, Spider-Man took off down the tunnel opposite the one that he already knew lead to a dead end. Faster and faster he continued to run, but the voices of the Cape-Killers did not fade away.

On through the sewers he went, running through slush, and muck, and the other foul contents of the place until finally Spider-Man saw a ladder up ahead. Breathing a sigh of relief, Spider-Man went up the ladder and then came out through a manhole cover and back into the bustling city. People gasped in shock at the sight of Spider-Man, and the freezing cold air made it's presence known to his skin. That Spider-Man was now wet and also not wearing the thermals beneath his costume ensured that he felt his skin grow numb pretty quickly, but not so much so that he couldn't still press on.

He swung through the city once more, the cold air slamming into his body as he experienced the familiar rush of web-swinging and causing him such discomfort he clenched his teeth. He looked around as he swung. It was near one of the rendezvous spots the Secret Avengers had agreed on. If he could just keep going forward for a little while longer, he might just make it. Felicia Hardy's penthouse was in this area of the city as well, but Spider-Man knew that with her working for SHIELD he couldn't go to her…

He took out his communicator and turned it on. He got only static for a few moments before the voice of Captain America came on: "Spider-Man?"

"Cap? Cap? Thank God. Harry's decided he wants me dead and I've got half the Cape-Killers in New York plus mercenary psychos after me right now. I need an extraction."

"What's your current location?"

Spider-Man looked around for a few moments to get a feel for where he was specifically, and then relayed what information he got from that back to Captain America.

"Sit tight. I'll get Cloak to your position as soon as I can."

Spider-Man's Spider-Sense buzzed once again. More helicopters were coming in, and Spider-Man took that as his cue to keep swinging. "Yeah...I don't think I can do that. I need to lose these guys first. I'll call you back when I'm in a more secure location."

Spider-Man swung past some more buildings to try and lose his pursuers, but to his horror he saw that another helicopter was heading in his direction.

"Fire!" he heard someone shout.

Next thing Spider-Man knew he had taken another canister of that gas from before to the face. Coughing and gagging, Spider-Man found himself plummeting. He shot a web-line at a nearby building to ease his descent, but as he swung up, something metal and hard hit him square in the chest and he went smashing through a nearby window and in turn into a nearby office building.

Spider-Man rolled and tumbled, as he did his head spinning and pounding both. His Spider-Sense was pounding in his head like an execution drum and giving him about the same feeling too. Spider-Man staggered, hoping he'd gotten clear enough of the chemical that he could dodge what came next instead of being hit again.

Sure enough, he sensed the shield rocket towards him for another go. Diving to one side, Spider-Man knew as he dodged that there was only one person with a shield like Captain America's who could be here hunting him.

_Looks like I get to face Taskmaster after all…_

"Fire again!" one of the Cape-Killers ordered. Sure enough, another canister of the same chemical as before was fired. This time, Spider-Man saw it coming in time to web it and hurl it back at the helicopter, sending up a thick cloud of the chemical and prompting the helicopter to fall back just as another one came in and let loose with some more chemical canisters. These ones too were disposed of.

"Aren't you guys concerned about the people in the building?" Taskmaster asked curiously as the helicopter he was in got clear of the chemical cloud.

"Boss' orders were to take the freak down." one of the Cape-Killers said coldly. "He said he didn't care about anything else."

"Lot of collateral damage though. Seems sloppy to me. Unprofessional."

"Shut up low-life. We're paying you good money for this if you can bring us Spider-Man's head."

Taskmaster shrugged. "Alright then, let's do this."

"Bring her around! We're going back in!"

The helicopter pilot did as instructed and the vehicle made it's way closer. By now Spider-Man was shouting at all of the civilians that hadn't already fled to clear the room, just as another payload of gas canisters were shot through. Spider-Man ran with the civilians into the adjacent rooms just as the gas canisters collided with the ground and sent up another thick cloud of the chemical that seemed to have the uncanny ability to bring Spider-Man down. Whatever it was, he didn't like it.

_Must be something Harry cooked up...or just a chemical that I was weak to without knowing it._

By now, Cape-Killers were swarming through the building, guns raised and with Taskmaster among them.

"Attention Spider-Man! Come out with your hands in the air!"

_What, so you guys can fill me full of holes? Thanks, but no thanks."_

More canisters were thrown into the room. Mercifully, these weren't the chemical but just smoke. Sticking himself to the ceiling, Spider-Man looked down into the smoke as the squad of Cape-Killers moved in.

From his position, Spider-Man saw no less than half-a-dozen Cape-Killers, all with rifles raised and targeting lasers turned on. Taskmaster was there as well, shield in one hand, and drawn carbonadium sword in the other.

_Great...the government sponsored thugs I can handle, but Taskmaster's going to be tougher. After American Son, Mr. X, and all of this running and swinging I'm getting kind of tired…_

Keeping his eyes fixed squarely on the Cape-Killers, Spider-Man fired webbing into the backs of two, only to find that the webbing slid right off. Swearing under his breath, Spider-Man moved out of the way of the barrage of bullets that struck the part of the ceiling he'd just been in. He fired webbing into the faceplates of half of the Cape-Killers, grateful that that part of their armor was not webbing-proof, and then dropped down on top of the others. He swiftly knocked back the ones who he hadn't blinded, before then attacking them and downing them as well, also making sure to use his webbing to disarm the Cape-Killers of their guns, tossing them to the side with his webbing as he did.

Spider-Sense buzzing again, Spider-Man only narrowly evaded the sword slash of the Taskmaster. Back-flipping to put distance between himself and the villain, Spider-Man stared him down, the lenses of his mask meeting the skull-face of the mercenary supervillain.

"I just want you to know, this is nothing personal Webs. But you did unfortunately pick the wrong guy to have as an arch-enemy. Harry Osborn's one very rich man, and he's made me a tender, juicy offer that I just can't ignore."

"Figured as much." Spider-Man said, not even trying to hide the disgust in his tone.

"Hey, don't get like that, I taught you some of your moves you know. You should know how I do business by now. Just be glad it's me and not Mr. X that's collecting."

Taskmaster hurled his shield. Spider-Man ducked under the shield throw and then leaped into the air to avoid the shield's return trip. Spider-Man landed and then braced himself for another toss of the shield that came soon enough. Putting what he remembered of Taskmaster's fighting style to good use, Spider-Man kept moving, as he did firing web bullets at Taskmaster, who evaded them all. Running towards Spider-Man, Taskmaster began slashing wildly with his sword, the carbonadium blade cutting through the air but fortunately not Spider-Man as he continued to keep his distance.

Again Taskmaster threw his shield. This time Spider-Man webbed it up and swung it at Taskmaster's head. Taskmaster ducked under this and then ran at Spider-Man again, now grasping his carbonadium sword in both hands.

Spider-Man ducked under the first slash, then back-flipped to avoid the second. By this point Spider-Man was finding his body getting tenser, his pulse quickening ever faster, and his mind racing but also becoming pained at doing so. He wasn't sure how much more fighting he could do.

Another cut from the sword. Spider-Man dodged it and grabbed the sword arm. He delivered several kicks to Taskmaster's torso but his body armor held, same as Mr. X. Taskmaster grabbed Spider-Man and threw him over his head, but Spider-Man reversed that to hurl Taskmaster back a ways. Taskmaster rolled and tumbled, before then recovering. With his free hand, Taskmaster drew a handgun and fired. Spider-Man avoided the shots as they came, and then realized too late that Taskmaster had used it as a means of distracting him while he closed the distance once again.

Spider-Man dodged the next sword strike, and then barely weaved his body out of the way in time to dodge what came next: a fierce lunge from a hand that three glowing claws came out of.

"Oh man, come on! Wolverine too?"

Taskmaster smiled behind his skull mask as he held up the claws glowing a fiery orange to admire them: "Retractable metal claws that can be superheated into three small plasma cutters. I took Wolverine's greatest weapon and upgraded it. Cost more than my house to make granted, but it was worth every penny."

Taskmaster then lunged forward again, sword in one hand, and claws coming out of the other. Spider-Man found himself evading the slashes, thrusts, and cuts for a while longer before then his Spider-Sense buzzed to indicate the arrival of something else, namely another Capekiller helicopter.

Diving to one side on instinct, Spider-Man dodged the chemical canisters as they came, and as they impacted he screamed out: "What the hell is that stuff anyway!?"

"Ethyl Chloride." Taskmaster noted. "...at least that's what it said in the brief. Turns out you can't stand the stuff."

"No kidding." Spider-Man said, gasping as he tried to put as much distance between himself and the cloud as he could. It was no use. Soon, he felt himself growing weaker and collapsing.

"Chemical that weakens me, Cape-Killers with armor covered in an oil coating to make my webbing useless, you…" Spider-Man made a bitter chuckle. "...Harry thought of everything didn't he?"

"Would seem that way." Taskmaster said with a nod before then raising his sword. "Because I like you I'll give you a choice: do you want the sword, or the claws? And don't worry, I'll make it clean. Quick. You deserve that much at least."

"How about I pick 'natural causes' instead?" Spider-Man asked before then firing some webbing at Taskmaster's face that he cut to ribbons before it reached him. Spider-Man prepared to move, but then another squad of Cape-Killers smashed through the window and trained their guns on Spider-Man, several green dots from their targeting lasers now on his body. He tried to move, but instead of dodging the bullets, he felt a sharp, hot stabbing pain hit him.

Spider-Man cried out in agony and fell to the ground. The Cape-Killers opened fire again but Spider-Man created a web-shield to protect himself from the gunfire. He felt blood coming out of his body and he was now grounded. Fear surged through every muscle in his body as he realized he'd been shot. He felt the pain in three different places. He'd been shot. How could he have been shot? He remembered suddenly when Deadpool had shot him before, and to his horror it dawned on him that the Cape-Killers had tracer rounds. Just one more way in which they'd prepared for this encounter.

Spider-Man looked out and could see the Dark Avenger's Hawkeye with them, a sadistic smile on his face as he looked at the helpless and prone Spider-Man.

"Shock isn't it? To feel a bullet pierce your flesh?" Dark Hawkeye chuckled. "That's Osborn's Tracer Rounds for you. Sure, they take the fun out of aiming and the fine art of marksmanship, but they do make killing _you _a hell of a lot easier…"

Dark Hawkeye drew an arrow and aimed it right at Spider-Man. "You can't take us all hero."

Instinct taking over, Spider-Man fired a web-line at a nearby chair and swung with all of his might, slamming the chair into Dark Hawkeye and knocking him down. Dark Hawkeye's fired arrow embedded itself in Spider-Man's web-shield. The Cape-Killers opened fire again, but now Spider-Man was on the move, using his web-shield to protect himself from the gunfire long enough for him to make his way out the shattered window and swing to the other side of the building. He webbed up his bullet wounds and then swung off again.

He didn't get far though. The loss of so much blood forced Spider-Man to land, where he crashed onto the roof of a nearby building. The world swam before his eyes and he felt colder than ever. His vision was going dark. He wanted to rest.

No. He couldn't rest. He had to keep moving or he'd die. He couldn't wait for the Secret Avengers to pin-point his coordinates and then send Cloak. He had to go somewhere else. And as it was, there was only place he _could _go.

Felicia's penthouse was close by. He could make it if he just kept moving. That her ties with SHIELD mandated she turn him in was of no consequence to him. At this point, she was the only chance he had of seeing tomorrow.

Spider-Man staggered to his feet. Suddenly, his arms shot up for his mask and pulled it up enough to expose his mouth just as vomit burst forth out of it and onto the snowy ground. He found himself swaying, and he was getting dizzy. His Spider-Sense still buzzed faintly too, telling him his foes were closing in again.

His Spider-Sense. Spider-Man realized that it was not simple luck that none of his vital organs had been pierced by the bullets. His Spider-Sense had told him how to angle his body to make sure that the few bullets that could hit him didn't hit anything vital.

_Thanks for helping me improve the old Spider-Sense Shang-Chi…_

He went down the building and waited for the helicopters to move on. Spider-Man stayed huddled in his dark corner until his Spider-Sense stopped buzzing. Shooting out another web-line, Spider-Man web-swung to a nearby building and then headed to Felicia Hardy's penthouse. The more he swung though, the more pain he felt, and the harder it became to keep going. His head was throbbing, his muscles ached, and the crudely bandaged gunshot wounds were an ever-present burning pain in his body that made every motion a painful one.

But still he pressed on. He had to make it. He had to make it...

-X-

Felicia Hardy sighed deeply as she returned to her penthouse. Satisfying as her getting to pound on Hydra agents as Silver Sable had been, this pleasure was tainted by the knowledge that she was doing something Harry Osborn allegedly wanted, and that she was also as a SHIELD agent bound to his authority. She _had _to cooperate with the Superhuman Registration Act, and she _had _to stand against the man she loved. The man she'd slept with. The man she'd vowed to face all of the challenges of the future alongside…

She wanted to see him again. How she desperately wanted to see and be with Spider-Man again and fight by his side. The way things were now she'd have to fight _against _him if she saw him again, but that was only what she'd been ordered. At this point, having gone through the end of last year and the first few days of the new one without her man at her side, Felicia was fully prepared to toss all of the damned regulations and laws to the wind and go out in search of Spider-Man. Anything to be by his side again.

And then, mere moments later Felicia got her wish.

She saw him, standing there, staggering, his costume soaking wet, and him shaking violently. She could see webbing covered parts of his body, and were now the color of his costume.

"Felicia…"

"Oh my God! _What happened to you!?_"

Spider-Man didn't answer. Instead, he fell face first onto the ground, where he lay still. Screaming Peter's name and rushing to his side, Felicia pulled off his mask altogether and felt his pulse. It was weak. Weak for him and weak for a normal person too. Heart pounding in her chest and tears streaming down her eyes, Felicia took off Spider-Man's shirt-piece and gloves to inspect the full extent of the damage to his body. He had been shot in three different places in his torso, but mercifully none of them were vital organs. That gave Felicia hope that he could make it. Seeing the communicator inside Spider-Man's mask, Felicia hastily pulled it out and turned it on. Her heart raced even faster and her pulse quickened at a speed to match it with every bit of static until finally Captain America's voice came through again: "Yes? Hello? Spider-Man, are you there?"

"This isn't Spider-Man, this is Felicia, a friend. He's been shot, and he's dying, and I need help for him **_right now!_**"

"What's your location?"

Felicia gave Captain America her penthouse's address, and Captain America replied: "Got it. Cloak's on his way. Try to stabilize him until we get there."

No sooner did Captain America say this did Felicia hold Peter tightly to her, before then rushing straight for where she had kept for herself some medical supplies. She raced back to Peter's side and did what she could to stabilize him as instructed, also using the claws of her Black Cat costume's gloves to tear off the web bandages so she could apply new, fresh bandages over the wounds, also doing what she could to stitch up the injuries and everything else she could think to do.

"Hang in there Peter." Felicia begged, by now shaking violently and tears streaming down her face non-stop. "Please don't die Peter. Don't die. Hang in there. Hang in there…"

_Another Earth:_

It was an odd, and deeply unwelcome sight, your own dead body.

Except in this case, it was not Spider-Man's own dead body in the most literal of senses, for it was not truly him. Rather, it was a younger, different version of him. One of countless different versions of him in fact. So many different Spider-Men throughout the greater expanse of infinity that was the multiverse. And also unfortunately one of many who had now met a grisly end.

He wasn't the only one who had been killed on this Earth either. As Spider-Man looked around, the broken bodies of this Spider-Man's teammates lay strewn about, having fought alongside their friend and paid for it with their lives. Spider-Man could see that just as the slain alternate Spider-Man was a younger version of himself, so too were these heroes younger than the ones from his Earth. Cyclops for one had retired where he was from. This one that lay not too far from Spider-Man's body on the other hand would never live to become a father.

Spider-Man felt the powerful urge to spit in disgust. They were just barely out of their teens, none of them could have been older than 22. And all of them cut down without mercy by a foe that had already done the same to many other Spiders and their friends besides. When would it end?

That would be up to the main army gathered on Earth 13 to decide. This Spider-Man though had his own mission: to stop the Inheritor's clones from killing what few spiders the Inheritors themselves missed or where else already united against them.

"This is sickening." Came the voice of his wife, Silk, as she looked down with disgust at the corpse of another young man in an X-Men uniform, his helmet dented and the young man having been killed without the mercy his age would have normally granted him.

"Yes, it is. It's clear no Spider is safe, not even young ones like this poor lad here." Spider-Man pointed to the dead body of his counterpart. Off in the distance he could see the fallen forms of the bloated Blob and slim Toad, and also Doctor Octopus, the latter of whom had had two of his four mechanical arms severed.

"The villains slain along with the heroes…"

There was a gasp. Spider-Man and Silk turned to look at the source, which was the young Beast, gasping for air as a gross, gaping wound was present that turned his blue-gray fur crimson. The female spider rushed to his side, and cradled his body.

"Ack...what…?"

"Hold still. Your injuries are severe, but not fatal. You may just live yet."

"I found another survivor." Spider-Man said, cradling an injured Shadowcat in his arms. Most of her mask was gone, and an ugly bruise was over one eye.

"What happened?" she asked weakly. "One minute we were all fighting Doctor Octopus and the Brotherhood, then this freak with a helmet and a pitch-fork came out of nowhere…"

"His name was Karn." Spider-Man said gravely before adding: "...or rather a clone of him made by the family that ostracized him. But those details need not concern you. What you must know is that he came to this world for one reason only: he wanted to kill your Spider-Man. And to that end he was very much successful."

"What…?" Kitty asked, tears forming in her eyes. "Peter's...no! No! He can't be dead!"

"I'm sorry." Silk said. "...but he's gone. So are two of your other teammates."

"Why!?" Beast demanded, trying to move but failing to do so and instead just falling back. "Why? What did Peter ever do to him?"

"Nothing that made him deserve death." Spider-Man said. "His only crime was being a spider, and their kind prey on spiders. We're sport to them. But I can promise you this: as long as I and my wife and other Spiders throughout the multiverse live, we will fight these monsters. We will fight them until they are all dead and gone or we are. They've come into our worlds, our homes, our lives, and destroyed them. Now we're going to burn theirs to the ground."

Spider-Man turned back to Silk: "I think it's time we go back to Earth 763."

**Author's Notes: And so we have two cliffhangers for the price of one! And now, it's time for trivia!**

**1. The tracer rounds make a return appearance, and for the record, they were actually used to shoot Spider-Man in 616 during the actual Dark Reign story. Figured I could use them here.**

**2. Mr. X is an actual Marvel Comics supervillain same as the Taskmaster. His claiming to have beaten Taskmaster, Wolverine, and Black Widow has weight, considering he _has _beaten all three of those characters in 616. He also does have the precognition ability in 616, but of course against someone who's too fast for him (like Spider-Man) such precognition isn't as good. Still, I wanted to make sure Mr. X got his dues here, and gave Spider-Man a real run for his money. I actually think that in 616 Mr. X could conceivably beat Spider-Man in a good fight, at least if Peter's holding back like he usually does. Concerning his outfit, it kind of stinks in 616, so I gave him a more cool look here. Felt it would help his credibility as a badass mercenary/assassin/martial arts master if he wore a cool costume instead of just going at it bare-chested like he usually does in 616.**

**3. The idea of Taskmaster having laser-Wolverine claws isn't mine actually. I got it from an amazing redesign of the character that can be found here: art/Taskmaster-Redesign-Full-309293323**

**4. Silk is a character recently introduced in 616 as the latest in a long line of female knock-offs of Spider-Man. I actually kind of like her though, and thus decided to have my own alternate take on her.**

**5. As the above suggests, I am indeed tying my third Spider-Man story into Spider-Verse. I hadn't originally planned on it, but the event _is _supposed to feature every version of Spider-Man in the multiverse, and while some of them managed to avoid the event (the movie Spider-Men, the SSM cartoon Spider-Man, the video game Spider-Men, etc.) I didn't want my Spider-Man to be left out. Thus, he's going to feature in his own "mini-Spider Verse", not unlike the _Spider-Man Unlimited Video Game _and the four-parter in the Ultimate Spider-Man cartoon (which I didn't like, but still). Both were events that happened concurrently to Spider-Verse, and the next few chapters of my story will be the same.**

**6. Yes, the Earth you saw at the end is a world where Spider-Man was an X-Man. I did that as a little reference to how in the past Spider-Man has been mistaken for a Mutant and is also sometimes referred to as "The non-Mutant superhero". So I thought: why not show a world where Spider-Man really _IS _a Mutant? **


	6. Spider-Verse Part I: Future Imperfect

Chapter 6: Spider-Verse Part I: Future Imperfect

What followed Cloak's materializing in her penthouse came as a blur to Felicia Hardy, who told Cloak to take Peter first and then come back for her. She, needed to get a few things. Precautions to make sure that when her helping the man she loved inevitably caught up with her, she'd be ready for it.

Cloak came back not that long after vanishing with Peter. Now back in her Black Cat costume, Felicia went through the void and was swallowed up by it. It was a cold, chilling feeling that she got, but she didn't care. No, her mind continued to be fixed only on Peter and what was to become of him.

_He can't die. Please, please don't die…_

When Black Cat found herself transported to the Secret Avenger's base, her ears were hit with the sounds of a clamor. She could see several other costumed characters, but she didn't spend much time taking in their appearances. She focused instead on what she heard coming from another room:

"Multiple gunshot wounds, lot of blood loss...nothing vital's been hit but he needs a transfusion. Maybe more than one. One of the bullets is still in him and needs to be taken out. Captain, stay here and do what I tell you, the rest of you stay out while I work…"

Black Cat rushed forwards, heading straight for the room where her lover lay on an operating table and death's door both, but she felt someone grab her and hold her still.

"Who is she?"

"What's she doing here?"

"Isn't that the Black Cat?"

"**_Let go of me!_**" Black Cat shouted, struggling in vain to tear herself free from what she realized was the grip of Luke Cage.

"You need to calm down." Luke Cage said forcefully, continuing to hold Black Cat back. "Spidey's going to be fine, he's in good hands. None of us can do anything else for him now but trust Linda to do what she does best."

Black Cat struggled for a few moments more, but then finally, she let out a deep sigh, slumped back in defeat, and fought hard to keep more tears from escaping her eyes. "I can't lose him." she whispered. "I can't lose him…"

Human Torch walked over to her and put a hand on her shoulder. "Don't worry, it's going to be fine. Spidey and I go back a ways, and he's never been beaten before. He'll live through this, I know it. Especially when he's got a damn good doctor in that room working to save him."

Black Cat nodded, and relaxed her body enough that Luke Cage felt safe in letting her go. Turning to her left, Black Cat could see Scarlet Spider standing just outside the doorway to the room Peter now lay in, motionless but with a posture that did well to convey his feelings at the moment, which in turn inspired Black Cat to walk up and stand beside him. At this, he turned to regard her.

"Who are you?" she asked.

"Long story." Scarlet Spider said simply and sadly, before then turning to look back at the room Peter was in. "I should have been there. I promised him I had his back. If I'd lived up to that, if I'd been out in the city at the time…"

"This isn't your fault." Black Cat said, taking Scarlet Spider's hand and squeezing it. "This isn't anyone's fault except Harry's."

Scarlet Spider shook his head. "I let him down. I let him down and now…" again he shook his head. "...I can only hope that I'll get the chance to make up for it."

"You're...you're one of his other clones aren't you?"

Raising an eyebrow behind his mask, Scarlet Spider turned to face Black Cat. "How did you…?"

"Voice gave it away." Black Cat said with a smile before adding: "...and everything else."

Scarlet Spider nodded. "Yes, yes you're right. I am a clone of his. The most successful one according to my 'father'. But I don't feel that way right now…"

Black Cat embraced Scarlet Spider, hugging him and pressing her head against his chest for support. This in turn prompted Scarlet Spider to wrap his arms around her and reassure her. For obvious reasons Black Cat felt particularly reassured being close to him specifically, and as the two continued to hug one another tightly as they feared for the life of their lover and brother, respectively, Black Cat felt her hopes growing, increased by the comfort of Scarlet Spider's presence.

"He'll get through this." Scarlet Spider whispered. "...I'm sure of it."

-X-

It was an odd sensation to be sure.

Spider-Man realized that he felt completely and totally detached from reality, and all sense of weight, of being burdened in any way, shape, or form, was gone. He felt light, adrift, and even to an extent without any real substance. Like a small leaf being tossed about in a tempest perhaps, or some small rock drifting down a current.

Was this what dying felt like?

Spider-Man looked about. He saw nothing, nothing except colors streaking across and through the shadows like strokes on a brush painting on a black canvas. He saw that he was still in his costume, but it was now in varying shades of blue and white instead of his usual color scheme. The bold crimson now glowed an immaculate light and much of the vibrancy of the royal blue had been leeched away, so that it was now a much fainter, softer, color.

_Where am I…?_

Then, in an instant, as if his merely thinking the question prompted a reply, the black and color both vanished, and in an instant the world became a blinding, bright white with a faint blue glow. A mist seemed to carpet the ground and fill the air as well, but it did not feel at all cold.

Spider-Man looked out and around him. There was nothing in sight. It was just a vast, empty, expanse.

"It's alright." came a voice that sounded much like his own. This in turn prompted Spider-Man to turn around and see who was looking at him. The figure that greeted him wore a costume that was a teal color, with a mask similar to his own only also teal and with no web pattern. A small, red spider shaped jewel was on the front of the mask, and a large black spider logo adorned the chest. But it was what the man wore around his shoulders that was the biggest eye-catcher of all, namely a long, flowing red cape with just a bit of a collar and trimmed with gold. Spider-Man had seen that cape before...where had he seen it before?

Then, he realized: it was the Cloak of Levitation, worn by Doctor Strange…

"No need to be alarmed." the figure spoke, again his voice sounding much like Spider-Man's, only perhaps a bit older. "...I am a friend. More than a friend, I am _you_. Another you, come to seek out your assistance."

"My assistance? For what?"

"There are dark forces Peter Parker of Earth 763." the red caped version of himself said gravely. "...dark forces that will not rest until they have slain every last version of us in existence. It behooves you to come with me and help me and others fight against this threat. We need everyone on our side that we can possibly get, and at this point it is clear that few if any of us are safe from the Inheritor's wrath."

"The Inheritors?"

"An evil race. A race that feeds on the totemistic life forces of beings such as ourselves. A race that has already fed on many such Spiders throughout the Multiverse, and now comes for your world and mine. We slipped through the cracks for this long, but now they are catching up with us. They will come for your body, now that it is vulnerable, and will attempt to kill your fellow spiders in that world as well. I will be recruiting _them_ next."

"Hold on." Spider-Man said, raising a ghostly hand as he did. "...how can I help you, when I've still got three bullet wounds in my body? The last thing I remember was being shot and then collapsing after I reached Felicia…"

"No worries. My magics were able to extract your consciousness from your broken body, they can also find it a new one to inhabit for the duration of our mission."

"Can't you just heal my body?"

"Yes, but not over such a long distance. It has been a significant strain on my powers simply to communicate with you from across different realities _and_ also extract your consciousness, never mind heal you. No, I must be in your own world to do that. Before I do though, you are needed for another mission, and it is in this mission that you will inhabit a different body."

"Which is?"

"There is one last Spider that must be recruited. I cannot perform another inter-reality communication like this one for a while. My powers, while substantial, are not without their limitations. You must go to his Earth and recruit him. Once I have given my powers time to rest, I will travel there and collect you both. Then I will go to your world, heal your body, and recruit your fellow spiders."

"Which world am I supposed to go to?"

"You shall soon see…"

And then, in an instant Spider-Man felt feeling return to him and his senses became overwhelmed as the feeling of being something of substance, the feeling of being a whole human again, returned in full. It was as though he were being sucked back into an enclosed space and then had the lid sealed over him, but it also did not feel like condemnation or imprisonment. Rather, it felt like…

...revival.

With a gasp, Spider-Man opened his eyes and shot up, looking around frantically to see where he was. Looking down at his body, he saw that it was still his Spider-Man costume that he was wearing, albeit dirty and not in the best condition. Still probably better than the one he had collapsed in, which had become soaked with both blood and sewer water. No, this one was dirty, but not ruined.

Looking about some more, Spider-Man saw that he was lying in some kind of tank or pod, with the top slid back to allow him to sit up. Stepping out of the tank, Spider-Man could also see that it was filled with a liquid of some kind, and indeed his costume was dripping wet. But at least it didn't smell like the sewer.

The room the tank was in was dingy, had blown out lights, and in all looked like it had been abandoned for some time. Dust caked the floor and walls both, cobwebs were everywhere, and broken objects were strewn about the ground.

Cautiously making his way around, Spider-Man looked about for anything that could give him a better understanding of where he was. But everything looked to be broken and damaged beyond repair. Much of it was clearly machinery of some kind or another, but for what purpose it had originally been for, Spider-Man couldn't readily say.

Finally though, Spider-Man did find what resembled a computer terminal not far from where his tank was. Tapping it's front, Spider-Man saw that nothing happened. Realizing that he could see his reflection in the blank, wide screen, Spider-Man decided to take off his mask and see his face…

...and was surprised to discover that he was a blonde now.

Spider-Man gasped in shock, dropped his mask, and took a step back. But then, a small bright light appeared on the monitor, and from this a laser scanner bathed Spider-Man's unmasked face in it's light before then dissipating. A robotic voice came out of the computer: "Facial recognition complete. Face registered and accepted. Welcome back, Ben Reilly."

Ben Reilly. Spider-Man realized that it was not his own body he was inhabiting, it was Ben's. But why was Ben in a tank?

The screen flickered to life and turned on. Seeing the options presented before him, Spider-Man decided to start with getting some background information: "Computer, how long was I out?"

"Apologies, but responses are limited. You must ask the right question."

Spider-Man sighed deeply and reiterated his question, this time choosing his words more carefully: "Computer, when was the last time I activated and communicated with you?"

"Last time of activation was on May 10th, 2018."

"And what's the date now?"

"Current date is May 23rd, 2032."

"2032...and when did I first enter my...pod? Tank?"

"Subject Benjamin "Ben" Reilly, AKA Spider-Man, first entered life-support and preservation pod on May 10th, 2018."

"Okay, well that simplifies things a little bit…" Spider-Man muttered before adding: "Computer, what is this place?"

"This is an underground bunker developed by Oscorp in the event of a catastrophic nuclear or chemical event. It is equipped with survival supplies, food provisions, and life support systems, and is shielded so as to prevent detection from rogue Sentinels."

Sentinels. Suddenly, it hit Spider-Man like a punch: this future he was in was the one the heroic Green Goblin had come from, and the future that he was trying desperately to keep from becoming the future of Spider-Man's Earth.

Well, now that he was here, Spider-Man decided to sate his curiosity. He asked: "Computer, do you keep records of the past?"

"Affirmative. This terminal has recorded, kept, and stored relevant news events dating back to before this bunker's inception."

"Show me all of the major American news headlines beginning with May of 2012."

"Affirmative. Accessing…." The screen flickered and went dark for a moment, before then turning on again to feature the news headline that Spider-Man knew would be first: "May of 2012, Peter Parker, the first Spider-Man is killed in battle against Carnage. Aunt dies from grief two years later. Spider-Man's funeral attended by Fantastic Four, X-Men, Marvel Knights, and others."

The computer changed images, going to a new headline of Harry Osborn in a business suit shaking hands with the man that Spider-Man recognized as the head of Trask Industries. The look on Harry's face was as smug and self-assured as Spider-Man had remembered it from his timeline.

"Summer of 2012, Harry Osborn enters into open business deals with Trask Industries. New weapons designs follow this alliance shortly thereafter, including tracer rounds."

Spider-Man shook his head at that, remembering how said tracer rounds had very nearly killed him.

Again, the computer shifted to a new headline: Early 2013: Benjamin "Ben" Reilly appears in New York as a new Spider-Man."

And there he was: swinging through New York dressed in a Spider-Man costume that was in some respects similar to Peter's costume (and also the one he was wearing now) but different in some other ways, such as the mostly blue arms and legs with very little in the way of red except for the mask, which was identical to the one on Peter's Spider-Man costume, and the chest, which had a much larger, black spider logo.

_Like what you did with the outfit Ben…_

The next headline: April of 2013: Mutant protests increase in response to ongoing Sentinel manufacturing, raising national fears. July of 2013: Harry Osborn forms new Avengers team, with himself as leader."

So that had happened in _this_ Earth's timeline as well.

"August of 2013: Stamford Connecticut destroyed by unstable metahuman. Superhuman Registration Act enacted, banning all superhuman activity not monitored by the government and overseen by Harry Osborn's Avengers. September of 2013: Guantanamo Bay is converted to prison for Mutants. May 25th, 2014: fighting between Harry Osborn's Avengers and unregistered superhumans causes damage to much of New York. Afterwards, support for the Registration Act increases and Oscorp working with Trask Industries works on developing new measures of neutralizing and containing unregistered metahumans."

By this point, Spider-Man knew full well how the story was going to end, having heard it from the Green Goblin himself. But now that he was getting all of the gory details, he found he could not stop. Could not tell the computer to cease in it's recounting of noteworthy headlines leading up to the present of 2032. He _had_ to keep hearing it, had to know the full story. Such was the dark side of curiosity.

"July of 2014: The United States government passes harsh border laws to prevent additional immigrants from entering the country from Mexico amid much protest. July of the following year: collars that inhibit Mutant powers are developed by Trask Industries in conjunction with Oscorp to prevent further break-outs by Mutant detainees held at Guantanamo Bay and other prisons for Mutants and unregistered metahumans. By Fall of 2015, the collars have been upgraded so as to be able to nullify the powers of some non-Mutant metahumans."

For these headlines, Spider-Man saw images of various people with the collars around their necks, a sight that made his skin crawl, especially when he realized he recognized one woman in the crowd by the white stripe in her brown hair as Rogue of the X-Men, and another person with a collar who he suspected might be Colossus judging by his size and black hair.

"May of 2016: The Xavier Institute for Gifted Youngsters is closed. Official reports claim lack of students and funding forced the school to close, but rumors circulate that the mansion was stormed and seized by the Mutant Response Division with assistance from SHIELD Cape-Killers, Oscorp/Trask Industries Sentinels, and Harry Osborn's Avengers."

Indeed, images accompanying this headline showed that the men in MRD uniforms clearly didn't want anyone taking pictures of the mansion, with one raising a black gloved hand to cover up the camera lens just as the picture was taken. Armored vehicles also surrounded the mansion and the towering, dark violet and green frames of Sentinels could be seen…

"September of 2016: Mutants appear en masse to protest the increased Sentinel production, the closing of the Xavier Institute, the crowding of Mutant containment camps, the continued existence of the Guantanamo Bay prison, and other issues. MRD forces open fire on the protesters, killing eleven and wounding over twenty others. Longtime leader of the X-Men Scott Summers, who had organized the peaceful protest, is among those killed."

Spider-Man hung his head low at that last one. He'd fought alongside the X-Men a few times, and just from those few experiences he knew Cyclops was a great leader, and an even better man. That he had been killed in this timeline leading a peaceful protest told Spider-Man that this timeline was already lost. And the next few headlines confirmed it:

"November of 2016: Blink and Nightcrawler assist in the liberation of numerous imprisoned Mutants and unregistered Metahumans, including detained members of the X-Men and X-Factor. July of 2017: Trask Industries and Oscorp unveil the Tri-Sentinel, along with new and improved Sentinel models to accompany it into action. Possessing the ability to adapt to different metahuman's powers and abilities, these new Sentinels promise to round up and eliminate the remaining unregistered metahumans and Mutants." Then, the next headline, which hit Spider-Man harder than all the others: "October of 2017: Matthew Murdock, long-time advocate for metahuman and Mutant rights, is murdered."

And then, finally, the screen at last came to the headline that preceded Ben Reilly's date of going into stasis: "January of 2018: X-Man Nightcrawler announces to the world his intentions of leading the remainder of the Mutant race alongside old enemy Magneto. Most Mutants join their cause, which becomes known as the Mutant's Crusade. The United States declares Mutants a threat to national security, and the country becomes a battleground between Mutant and Anti-Mutant forces."

There were no other news entries after that one, but at that point Spider-Man didn't need to know anymore. He knew what came after that, having been told by this world's Green Goblin of the Sentinels going out of control and embarking on a slaughter the likes of which the planet had never seen before. And he knew that when he stepped outside of this bunker, he knew what the world he would be greeted to would look like.

He looked down at his costume. He stared at the red and blue of it, taking a moment to admire how the colors were still vibrant despite the costume's relatively dirty state.

_I get the feeling you're the only colorful thing I'm going to be seeing for a while old friend._

And so, breathing a deep sigh of preparation, and hoping that the air outside was still breathable, Spider-Man closed his eyes, opened the bunker doors, and walked out into the world of Earth 765.

_Earth 558_

Captain America looked out at the Statue of Liberty, standing there with it's torch held outwards and a light now inside it to illuminate it and ensure that it shined brilliantly. A nice addition, Captain America thought. Had he been in charge of it's reconstruction, he'd have done nothing differently.

"Nice view huh?"

Captain America turned and looked up to see Spider-Man coming down to him on his web-line. Dropping down from the web-line, Spider-Man walked up to Captain America's side.

Captain America nodded. "Yes, it's...it's very beautiful. Been a long time since I've been able to see it."

"Same here." Spider-Man admitted, before again turning to look out at the many tall, neon light covered buildings that filled New York. The towering skyscrapers, the holographic displays showing off various advertisements, and so many flashing, bright lights that if you didn't grow up there you'd go blind in the first ten minutes.

But now the lights were dimmed somewhat, and the crowds down below less dense and less busy. It was a more quiet, contemplative mood, which for New York was exceedingly rare.

"It's nice to see that they finished fixing Lady Liberty up." Spider-Man noted before adding: "...after what AIM and Hydra did to it."

Captain America frowned. "I remember." he noted, bitterness filling his tone as he flashed back to the events that followed what was now known as "Static Day".

"Sorry." Spider-Man said, realizing he'd struck a nerve and raising up a black gloved hand in apology. "...didn't mean to step on your toes Cap."

"It's alright." Captain America said reassuringly. He turned to look back out at the city, as he did adding: "...I still haven't gotten used to it you know. How fast things advanced. How much technology improved while I was on ice...it's really amazing. And kind of overwhelming."

"Still having a culture shock?" Spider-Man asked, his tone empathetic and sympathetic both despite the playful nature of his words.

Captain America nodded. "If that's what you call feeling completely out of place and out of time in the world, then yes, I am. To have been gone for so long…" Captain America trailed off for a moment before shaking his head and saying resolutely: "...well, no hope for it now. Most I can do is just man up and move forward. And there's clearly a lot of work we need to do left as far as rebuilding goes…"

"Joel! Spidey!"

"...like this kind."

Captain America and Spider-Man turned to see a man in red, white, and blue armor fly up in front of them, the Iron Patriot.

"There you two are. Been looking for you. Director Wilson says there's a disturbance in Times Square. Some kind of weird energy readings. As of now we don't know what it is exactly, but after Static Day Director Wilson's not taking any chances. Anyone that can be spared is to go over and check it out, and that includes you two."

Captain America nodded. "Understood Colonel Rhodes. We'll be there."

Iron Patriot nodded and then rocketed off in the direction of Times Square. As he left, Captain America turned to his black suited counterpart. "Well, looks like duty calls again."

"Should probably phone Gwen and tell her I'll be late again." Spider-Man said with a sigh before taking off on his web-lines. Captain America for his part went to where his personal motorcycle was parked and got on. It was a Harley customized by him, and black, chrome, and red much like his Captain America costume. Getting on and revving up the engine, Captain America went off in the direction Spider-Man and Iron Patriot were going in.

When they arrived at Times Square, they saw that the only other costumed faces present were Hawkeye and Iron Fist, the other members of SHIELD busy as they were and the members of the X-Men the same. But as it was, five superheroes would surely be more than enough to handle whatever the cause of the disturbance was.

The disturbance in question was a glowing ball of energy, one that was getting progressively larger, and in turn inspiring most nearby people to back away farther and farther. As such, the center of Times Square was now pretty cleared out, with Captain America, Spider-Man, Iron Fist, and Hawkeye being the ones closest to it, and Iron Patriot flying right above it.

"Another day, another sight straight out of science fiction…" Captain America muttered.

"I hear that." Spider-Man said with a nod before turning to Iron Patriot. "So, 'tin man', what are we looking at?"

"Iron Patriot to you Spidey, and according to my armor's scans and readings it's not only a massive energy fluctuation, it's interfering with the fabric of space-time itself. Opening a hole in it…"

"...for something to come through." Spider-Man said, his spider-sense buzzing intensely to cue him into this fact.

Sure enough, emerging from the bright light of the ever-growing ball of energy were several figures, the one front and center being dressed in Victorian Era gentleman's clothes, with a blue coat, white gloves over his hands, and most eye-catching of all, a helmet that vaguely resembled an old fashioned deep sea diver's helmet worn over his head and covering his entire face. Grasped tightly in one hand was a pole arm that's top was glowing red and crackling faintly with electricity.

"Argh! Whoever Mr. Pitchfork here is, he's making my Spider-Sense crazy!"

Indeed, by this point, Spider-Man was about ready to sink to his knees, his head throbbing so much from the intensity of his Spider-Sense's warning he felt about ready to scream as loudly as he could.

"Just based on that I'm considering him one of the bad guys." Captain America said before turning to Hawkeye and Iron Fist: "Take him."

"Imbeciles!" the masked man screamed, spinning his polearm about to deflect every one of Hawkeye's arrows as it came. Iron Fist tried to rush in and take him but a swing from a mechanical tail sent him flying backwards. Looking out, Spider-Man could see Scorpion wearing a different costume at the side of the man who was single-handedly giving him the worst headache of his life.

"Great...this guy _and _Scorpion. Because him by himself wasn't enough…"

Next thing Spider-Man knew, the masked man lunged towards him, polearm in hand and aimed right at Spider-Man's heart. Spider-Man was able to move out of the way in time, but only just barely, the glowing red blades of the polearm being a little too close for comfort. Spider-Man rolled and tumbled before then standing back up again, doing his best to keep his head in the game as this man threatened to finish him for good.

The man with the polarm charged again and to Spider-Man's horror he was almost too quick for the hero to react. Again he only barely dodged out of the way. Captain America hurled his shield at him, but the man spun about and knocked the shield right out of the air. Captain America's eyes widened in surprise as he saw this. Not too many people could react to his shield in time, and just as few had the strength to knock it out of the air, via polearm or not. In fact, Captain America couldn't remember a single person who could do either…

Iron Patriot was flying in now, all set to open fire on the masked man when he got an explosion right to the face. Falling back from this, Iron Patriot looked down to see someone fly up to him on a glider, dressed in crimson and black with a green colored mask over his face.

"Ha, ha! I can see my Hellfire Bomb took a shine to you! Here! Have another one on me!"

The Dark Daemon laughed maniacally as he unleashed more of his Hellfire Bombs on Iron Patriot, each fiery explosion forcing him back more and more as Iron Patriot flew backwards on his jet-boots, all the while shooting repulsor blasts at the Daemon that he easily avoided via his glider.

"Oh come now, surely you could do better than that! Even the Sorcerer Supreme could hit me with those pesky spells of his from time to time!"

The Dark Daemon laughed as he continued to fly about, harassing Iron Patriot with more Hellfire Bombs as he did. Meanwhile, back down below, the masked man and Scorpion were both bearing down on Spider-Man, who elected to stay on the evasive rather than try and take them on, the most he did to that effect being firing a few web bullets at them that the masked man easily deflected with his polearm. Hawkeye tried to take him down via more arrows but he deflected these as well before closing the distance on Spider-Man once more.

Spider-Man conjured up a web-shield, but the man's polearm sliced clean through it, melting it as though it were butter. Spider-Man backpedaled, but the man finished closing the distance and planted his foot firmly on Spider-Man's chest, his boot covering up most of the large, white spider logo.

"It ends for you now child. As it will end for all of your kind."

But before the man with the polearm could plunge his weapon into Spider-Man's chest or head, another ball of energy appeared, this one smaller than the first but brighter, it's light causing the man with the polearm to shield his eyes from the glare. Then, bursting out of it was...another Spider-Man, one wearing the exact same black costume as the Spider-Man now at the masked man's mercy.

The other Spider-Man kicked the masked man square in his helmet's visor, knocking him back and firing some webbing at the shoulders of his counterpart. With one good tug he pulled the other Spider-Man to him, and then helped him to his feet.

"Sorry Karn, but you're not killing this Spider-Man."

Karn snarled and zipped towards the two Spider-Men, but by the time he struck out with his polearm they were already gone, vanished in the same bright light. Next thing the Spider-Man of Earth 558 knew, he was somewhere else, someplace he did not recognize.

"We need to go back." he said.

"No, because then Karn will kill us both. And enough good Spider-Men have died as is without Karn's clone getting in _his_ kills."

"Clone? What are you talking about? We need to go back and help Cap and the others!"

"They're not in any danger." the other Spider-Man said sternly. "Karn's after you and only you. He has no interest in any one who's not a Spider-Totem. With you gone, he'll leave. Your friends aren't the targets. Karn has no reason to kill them now that you're not there."

"So that freak with the pitchfork was after _me_ huh? Why?"

"Long story, and I'm not good with exposition, so I'm going to wait until a few more Spiders have been gathered up. Then you'll all know the whole story. For right now, all _you _need to know is that he's a bad guy and for him and his family it's open season on anyone in the multiverse with 'spider' in their name."

"Multiverse?"

"Like I said, I'll explain everything later. Right now, there are still other spiders we need to find and recruit."

The Spider-Man of Earth 558 sighed deeply and said: "Okay, now I'm _really _gonna be late getting home. Which means if that freak doesn't kill me, Gwen will."

The other Spider-Man paused as he heard this and turned around to face his counterpart. "You're...you're Gwen is still alive?"

558 Spider-Man nodded. "Yeah, of course. We've been married for a while now. We have a daughter...you're saying she died where you're from?"

The other Spider-Man nodded. "Yes, before we could get together the way you and your Gwen did. My first wife was killed too. And that monster would have killed my second one had I not left my Earth and led him away. Wouldn't have been able to lose her too…"

"Okay then…" the Earth 558 Spider-Man said cautiously, continuing to walk through the unfamiliar building the two were in. After a while more, he said: "So, I have to ask: what made you pick me first? Was it because we wear the same costume…?"

Smiling behind his mask, the older Spider-Man said simply: "Whoever you said were the first?"

_Earth 765_

The air outside was oppressive, ashey, choking, and in all quite disgusting to Spider-Man's lungs. But it was still, strictly speaking, breathable. And that was the best thing to be said about outside.

Everywhere Spider-Man looked he saw only ruin and destruction. Most buildings over two stories high were simply gone, and what little was left was in complete and total disrepair. So much ash and soot had been unleashed from the nukes used against the Sentinels that the sky was now perpetually masked by an ugly black-brown smog, and bits of soot fell non-stop.

It was cold too Spider-Man realized, very cold. But then when there was no sun that wasn't very surprising, was it?

Walking forward cautiously, Spider-Man looked around for any sign that there was anything still out there. He saw nothing.

As he walked down the empty streets (he did not feel all that inclined to web-swing here), Spider-Man saw that the ruins of some places he had known from his time still remained, their windows disintegrated and their contents lost long ago. Signs were either half-destroyed, hung limply from their original places, or both. And still, not a soul in sight.

In all, one short walk down what Spider-Man thought may have once been the Lower East Side was enough to make him understand and appreciate much more strongly this Earth's Green Goblin's desire to prevent this future from ever being what Spider-Man's own Earth suffered.

But then, after a few moments more of walking about aimlessly through New York in search of something, anything, that was not more destruction and ruin, Spider-Man's spider-sense began to buzz. At first, he thought it might have been a Sentinel still active and on the prowl, but then he realized it was coming from above, and was too small to be a Sentinel…

And then Spider-Man saw him. Flying towards him in a variant of his usual armor was what Spider-Man recognized as the Beetle. His new armor was a crudely made amalgam of his older armor and pilfered Starktech Armor, the red and gold both now dulled and dirty from so many years of poor maintenance and being stuck in the dust and ash filled ruins of New York. But it was still very much functional, of that much Spider-Man knew just by one good look at him.

"Well, well, well...looks like you _did _manage to slip through the cracks after all." Beetle gave a humorless chuckle as he lowered himself and faced Spider-Man directly. "How long have we wanted to pay you back for everything that happened. After Carnage killed the original and you disappeared, we were afraid we'd never get a shot at you. But clearly, waiting paid off."

"We?"

Spider-Man's Spider-Sense began to buzz intensely, and he barely moved in time to avoid a shock blast fired at him. Tumbling, Spider-Man was shot at by another blast, and once again he found himself only barely moving in time. The third blast too was only narrowly avoided, especially when Beetle began shooting at him from behind with repulsor blasts.

Changing positions so that he could see who both of his enemies were, Spider-Man saw that Beetle's accomplice was Shocker, now clearly much older if the way he slowly turned about and seemed to limp was any indication. And in fact, as Spider-Man heard Beetle speak again he realized he sounded older too:

"It wasn't easy to do mind you. Sentinels killed Electro, Rhino, and Scorpion, and the nuclear fallout took out most of the rest, but I still managed to find enough survivors to cobble together my own little Sinister Six. The _last _Sinister Six. But if all goes well, there won't ever need to be a new one…"

Realizing that his Spider-Sense was buzzing again, Spider-Man instinctively dived to one side just as a new foe entered the scene. Rolling and then rolling again to avoid attacks from Beetle and Shocker, Spider-Man could see the third villain come into view, namely a moving mound of sand that Spider-Man knew could only indicate one person. Notably though, the Sandman did not enter a humanoid form, instead remaining a mound of sand that barely had any coherent shape to it at all. It seemed to glow faintly as well.

"Terrible thing what happened to Sandman. Nuclear fallout did something to him. Something _nasty_. Now, he can't enter a humanoid form, instead he's forced to be what you see before you. Emits radiation too. Consequence of absorbing so much of the stuff. I wouldn't try to touch him if I were you."

Sandman launched an arm forward and a massive torrent of radioactive sand surged towards Spider-Man who had the good sense to move out of the way.

"...not that you'll have much of a choice of course."

Realizing that getting hit from the radioactive Sandman just once would ruin his day, Spider-Man decided that fighting wasn't an option for him, and he web-swung to the remains of a nearby building. Swinging into the air, Spider-Man was dismayed to see Beetle rocket towards him on his new jet-boots. Spider-Man wasn't able to outrun him, Beetle slamming into him and grabbing him. Spider-Man howled in pain as Beetle got him into a choke-hold, applying pressure.

"Why the rush Spidey? You haven't even met the other half of the Sinister Six yet!"

Beetle released his grip on Spider-Man only to then grab his leg and hurl him towards the ground. "Go along Lizard, go along!"

As Spider-Man was sent speeding towards the ground, he was tackled by a large reptilian form that then got on top of him and started clawing at him. Spider-Man tried to fight him off, but he received quite a few cuts and punches all the same. As he struggled with Lizard, he shouted out his real name in the hopes that he could reach him somehow. But then Spider-Man got a good look at the eyes of this version of the Lizard.

They were cold, reptilian eyes to be sure, but as Spider-Man saw them he realized something: there was no Curt Connors here anymore. Moreso than when Spider-Man had fought his Lizard he realized that with this version the good doctor was lost forever. He could see it in those eyes.

Lizard snapped his jaws at Spider-Man's head, but Spider-Man finally got one of his hands free and punched Lizard in the mouth. Lizard snapped his head back quickly and roared at Spider-Man furiously before trying to bite down on Spider-Man's head again. Spider-Man moved his head to the side, punched Lizard again, and then kept punching him until finally he managed to throw Lizard off.

As Lizard went sailing over Spider-Man though, and the hero in turn staggered to his feet, he was too slow to avoid the next repulsor blast from Beetle, which struck him square in the back and sent him flying forwards. Lizard snarled and swung out with his tail, knocking Spider-Man backwards just as Beetle flew in to grab him by his costume. Lifting him up with one arm, Beetle snarled: "All those years we spent fighting. All those years we all suffered. And then the world went all the way to hell."

Beetle threw Spider-Man to the ground, but Spider-Man shot a web-line onto a nearby building and swung around. Beetle turned around rapidly and pursued Spider-Man, and Spider-Man found himself suffering several punishing blows from the armored villain, Beetle hitting harder than Spider-Man remembered before one final punch sent him smashing through the old windows of a crumbling building.

Rolling and tumbling, Spider-Man clenched his teeth and grunted in pain as Beetle flew through the opening and tried to ram into Spider-Man again. This time, Spider-Man managed to narrowly evade him, before then firing quite a bit of webbing over Beetle's jet boots. The fires of the jet boots began to burn through the webbing quickly though, and Spider-Man didn't have long to get out of the ruined building. As he went out of the opening though, he was greeted to a blast from Shocker that he only narrowly evaded.

Web-swinging back into the open city, Spider-Man then dodged again as Beetle came rocketing out of the building after him. Swinging higher in an attempt to reach a building's roof and thus isolate Beetle from his teammates, Spider-Man was again too slow, and Beetle grabbed him before throwing him back down to the ground.

Again, Spider-Man fired out a web-line at a nearby building, but again Beetle was fast enough to intercept him, hitting Spider-Man with enough force to knock him back down to the ground in full.

Spider-Man went tumbling along the street before skidding to a halt, the taste of blood in his mouth as he felt beaten and bruised all over his body from both the fall and Beetle's beatings.

Beetle came rocketing down, and Spider-Man rolled to avoid the armored villain as he landed feet first with such force he left small craters in the ground where his feet struck.

Spider-Man staggered to his feet. To his surprise, Beetle didn't rocket towards him and lay into him, though he could have just as easily done so. He didn't even fire another repulsor blast at him. Instead, Beetle smiled behind his helmet and said: "But don't worry Spider-Man: we've saved the very best for last, haven't we Mysterio?"

Spider-Man turned around but couldn't see anyone. Next thing he knew he got a punch across the jaw that crackled with electricity and managed to knock him down. Moving to avoid the follow up, Spider-Man saw Mysterio standing there, his violet cloak now tattered, and his fishbowl helmet now glowing with an eerie blue light as his gauntlets crackled with electricity.

"Indeed so Beetle. The grand finale is coming. And now that the rest of us have all taken our turns working him over, it's only fair that the most vicious and dangerous of us all get his share of the pummeling."

Spider-Man looked around for any sign of this new foe, but he saw nothing. At least, not in time.

Something metal hit his head hard, and in fact with such force that Spider-Man was knocked to the side and hit the ground. He felt, cold steel pincers grab his ankle, and next thing Spider-Man knew he was hoisted aloft before being slammed hard into the concrete ground, over and over until at last after four slams Spider-Man was raised to see the face of his last foe.

And he saw Carnage.

The unholy amalgam of Carnage and Doctor Octopus shrieked with utter fury and feral sadism at the sight of Spider-Man's body hanging limply in the pincer of one of his mechanical arms. For his part, Spider-Man no longer had any strength left. His head was swimming, his vision was going dark, and he felt blood sliding down his head and coming out of his nose and mouth. Some of his bones felt fractured too.

"Hold him steady Monster Ock." Beetle said as he walked over to Spider-Man before popping a red, glowing sword blade out of one of his gauntlets. Had he not been in so much pain and had so much blood in his mouth, Spider-Man might have mocked Beetle for stealing Darth Vader's lightsaber, but instead he said nothing as Beetle walked up to Spider-Man in full and positioned the blade so that it was ready to slice through Spider-Man's neck and decapitate him.

"I really wish you'd put up more of a fight to be honest." Beetle said simply. "Our killing you was the only thing we had to look forward to after the world died. Once you're gone, we'll only have _our _deaths to look forward to…"

Spider-Man closed his eyes and prepared for Beetle to deliver the killing slash. Once more he saw the image of Black Cat in his mind, and thought of both their making love and how he would never see her again. How in dying for real in a world not his own he had let down so many people, even his fellow Spider-Men, who would never be able to recruit him for whatever great mission or battle the Sorcerer Supreme version of him had mentioned. No, instead Spider-Man was going to die here, in a world not his own and also in a body not his own.

_I'm sorry Felicia…take care of her Ben._

But just as Beetle was all set to deliver the killing blow, something hit his armored back and caused a merciless surge of electricity to course through his armor. Beetle screamed in pain and flailed about before falling to his knees. It was then that the source of the EMP devices swung into view, a blaster of some kind in his other hand. Pulling the trigger as he also kicked Beetle to the ground, the man in mostly blue colored armor unleashed a powerful sonic blast that did well to hurt Monster Ock, the creature shrieking in pain before releasing it's grip on Spider-Man, who fell before being caught and laid down by the man in blue.

Monster Ock snarled and then launched all of his tentacles at the man in blue as meanwhile Spider-Man found himself struggling just to stay conscious. From his position he couldn't make out the man in any kind of detail, nor could he make out any of the fight.

Monster Ock bounded towards Azure Spider in a frenzy, his mechanical arms going in every direction in their blind drive to grab Azure Spider and tear (or rip) him apart. Azure Spider narrowly dodged each strike as it came, his armor tanking each hit from a mechanical arm he didn't avoid. One hit though managed to send him back a ways, and as Azure Spider looked down at his breastplate, he saw that it was now badly dented.

"Shouldn't have done that gruesome."

Spider-Sense buzzing to alert him to an attack from behind, Azure Spider dodged Shocker's shock blasts and shot out some webbing at him. The web-line stuck itself to Shocker's leg and Azure Spider sent him to the ground with a good tug. Lizard gave out a roar and bounded towards him, but Azure Spider moved out of the way just in time, which in turn caused Lizard to go flying right into Monster Ock.

Lizard tackled Monster Ock, who retaliated by grabbing Lizard with his mechanical arms and hurling him into the air and through a nearby building's windows, which Lizard smashed through. Azure Spider smiled as he saw this. One third of the Sinister Six was already down and out.

Monster Ock came at Azure Spider again, shrieking and roaring all the way. Sandman came at Azure Spider from behind and the man in blue avoided him. Sandman turned directions and charged Azure Spider alongside Monster Ock as all the while Shocker continued to fire shock blasts at him. Deciding he needed to go, Azure Spider began web-swinging towards him. Panicking, Shocker tried to backpedal, but his age made him slow, and Azure Spider closed the distance quickly enough. Shocker unleashed a burst attack that managed to blast Azure Spider backwards, but he rolled with it and then fired out a web-line at Shocker. He pulled forwards and Shocker went sailing towards him...and right into the path of Azure Spider's armored fist. One solid punch was enough to smash Shocker's visor into glass shards and knock him out.

Warned by his Spider-Sense, Azure Spider only narrowly avoided Sandman as he plunged his whole mass into the place where Azure Spider had been standing not a moment ago. Grabbing Shocker's nearby unconscious body, Sandman hurled him at Azure Spider, who leaped over him, webbed him up to cushion his fall, and then took out the one thing he knew would stop Sandman in his tracks. His only having one mandated that he not waste it, but if all went well he wouldn't need a second.

Sandman surged towards Azure Spider again, and Azure Spider primed and hurled his small thermal right at his massive, radiation saturated form, also running as fast as he could to put some distance between himself and what came next.

For a few moments after Sandman swallowed up the thermal, nothing happened. But then, a massive fiery explosion burst forth out of Sandman's body, the fires of the thermite bomb turning to glass what parts of him weren't sent flying into the air. For his part, Azure Spider only barely got clear of the blast in time, and Monster Ock was not so fortunate.

Looking out, Azure Spider saw that part of his symbiote had been blasted off, which in turn revealed the truth about Monster Ock, namely in how the symbiote's host was now nothing more than a skeleton with still functioning mechanical limbs, limbs that the Carnage symbiote controlled in lieu of Doc Ock's long gone consciousness.

The Carnage symbiote reformed quickly though, covering up the exposed bones of Otto Octavius' skeleton before then roaring in fury at Azure Spider and surging towards him again, also smashing to pieces the glass remnants of Sandman with his mechanical arms. In response, Azure Spider re-drew his sonic blaster, but Monster Ock shot out with one of it's tentacles and knocked the blaster right out of Azure Spider's hand, another one grabbing it and then crushing it before Azure Spider could reclaim it.

"...okay, that's not good."

One of the arms on the opposite side launched forward next, grabbing Azure Spider by his throat and hoisting him aloft. Azure Spider swore loudly as he was lifted up, and the metal pincers began to crush his armor in an attempt to get at his throat, and then if the pincer's master had it's way, crush that too.

Azure Spider was thrashing about, hands grasping the pincers tightly and trying with all of his strength to force them off. Seeing him struggle, the Carnage symbiote chuckled demonically as Monster Ock continued to apply pressure. Azure Spider compensated by pouring more of his strength into freeing himself of the pincers. Finally, he succeeded, also ripping off two of the pincers as he did. Monster Ock's damaged tentacle retreated, the beast shrieking in pain as it did.

Knowing he was dead anyway unless he found some other way of beating Monster Ock, Azure Spider remembered Shocker's shock gauntlets and zipped towards his still unconscious body. Monster Ock shrieked and ran at him again, mechanical arms snapping at his heels the whole time.

Diving forward, Azure Spider reached Shocker's body and held it out. As predicted, Monster Ock used his tentacles' pincers to tear through the webbing, which in turn freed up Shocker's gauntlets. Pulling Shocker's arms back before the tentacles destroyed those too, Azure Spider took them off, and fell back as Monster Ock came forwards. He launched his tentacles out once more, and as he ran from them, Azure Spider put the shock gauntlets over his normal wrist armor. Once he had them on, he turned around and fired.

To his enormous relief, the shock blast fired from the gauntlets hit Monster Ock square in the chest, the full power of the sonic vibration blasts causing Monster Ock to shriek in pure rage and agony both as the red symbiote was blasted straight off of the skeleton it had been controlling like a wooden puppet, and no sooner was the symbiote off in full did the skeleton fall backwards and onto the ground, it's bones becoming disjointed as it did until it was nothing but a pile of separated bones and four now inert mechanical arms.

Azure Spider let out a deep sigh of relief and fell backwards, exhausted as he was and overcome at how he had managed to triumph against the Sinister Six against all odds. All of them, he realized, except one.

Azure Spider got up and looked around for any sign of Mysterio. He didn't see any, but that wasn't proof, nor was his Spider-Sense not going off due to Mysterio's having long ago found a way to negate it. For several moments he braced himself for an attack, but none ever came. Evidently, Mysterio had quietly scampered off in the face of his allies' being defeated.

_Still a coward huh, Mysterio? Not that I'm complaining though…._

Seeing Spider-Man's still inert body lying there, Azure Spider made his way over to him. Pulling off his mask, Azure Spider checked his pulse. It was still present, but it was weak, and Azure Spider realized most of his injuries were internal, and thus beyond his ability to heal with the medical tech that he had.

But then, Azure Spider's spider-sense started to go off again, and in fact, it was buzzing hard. Harder than it ever did except when Sentinels were nearby. Was it another one?

Azure Spider turned around and saw not a Sentinel but a man in blue and very dark red with an old looking helmet over his head and a polearm in hand. He strode forward confidently and Azure Spider whipped around to confront him, even though he knew it to be a bad idea. He was tired, fresh out of gadgets, and his still intensely buzzing spider-sense was giving him a pounding headache, not to mention a major warning sign that he should probably turn tail and run.

"You shouldn't have expended all of your energy fighting those simpletons child. It's made you all too easy a catch…"

But then, just as Karn lunged at him, he was blasted backwards by a powerful jet of green colored fire. Scampering backwards, Karn swiftly retreated back through the inter-reality tunnel from which he had come through the second he saw who it was.

Looking up, Azure Spider saw hovering over him the Sorcerer Supreme Spider-Man, who then landed and turned to face him. "That display of power on my part may have sent him packing but it won't keep him away forever. We need to move."

"What about him?" Azure Spider asked, pointing to Spider-Man as he did. Seeing how injured he was, Sorcerer Supreme Spider-Man held out a teal gloved hand over his body, mumbled some incantations, and the very next instant Spider-Man jolted upright, gasping for air as he did as he realized he no longer felt injured in the least. Looking up, he saw Sorcerer Supreme Spider-Man and recognized him.

"_You_ sure took your sweet time."

"I came as soon as I could. I'm pleased that you found the spider totem of this world, or rather, he found you."

"What the hell is going on?" Azure Spider demanded. "Who was that guy, and who are you?"

"I get those questions a lot." Sorcerer Supreme Spider-Man noted bluntly before saying more seriously: "Come. It's time we take our leave of this dreary world, and return you, my counterpart, to your own body."

And with yet more incantations, the three spiders were gone.

**Author's Note: Whole lot of trivia here, so let's get started!**

**1. I probably should come out and admit this, I was indeed inspired by both the 25 Moments and Days of Future Past movie when coming up with my dystopian alternate future for Earth 763. But then I think that the X-Men Movie Universe did a good job with it's take on a dystopia, and this is an alternate Marvel Universe, so I thought 'why not'? Likewise, the "new Sentinel models" mentioned are indeed based off of the absolutely terrifying Mark X Sentinels from the Days of Future Past movie.**

**2. The Spider-Man costume I described for Ben Reilly is what he actually wore during his tenure as Spider-Man in the 1990s.**

**3. As his being called Joel shows, the Captain America of Earth 558 is not Steve Rogers. He is a Jewish immigrant to America named Joel Berkowitz. His Marvel Universe is also one where technology progressed at a much faster rate than in most other Marvel Universes (and real life) because realistically, once you introduce super science and advanced technology in WWII, that tech should be trickling out and steadily becoming more mainstream, and thus technology should be progressing at pretty much break-neck speed. Hence why Earth 558's New York looks more futuristic. The "Director Wilson" happens to be Sam Wilson, who is the Falcon in 616 (and my Marvel Universe), but on Earth 558 is the Director of SHIELD. **

**4. Yes, the identity of the other black suit Spider-Man will be revealed later. He is not just a random Spider-Man. He will serve a role in my Spider-Verse tie-in.**

**5. Monster Ock is an actual thing, sort of. He appeared as the final boss of the classic Nintendo 64 Spider-Man game and was so powerful Spider-Man didn't even fight him. He just ran like hell until he reached the exit before Monster Ock could catch him. He's gotten some fan-art to his name and was a cool concept, so I found a way of including him in my story. The idea of the mechanical arms controlling Doc Ock's skeleton was used in Spider-Man: Reign, which also takes place in a dystopian alternate future. So basically, I fused two alternate versions of Otto into one here.**

**6. And now we come to the elephant in the room: namely how I've got a character with my username in my story now! Call me self-indulgent if you want, but this was actually part of why I chose that username in the first place: because I've had this character in mind for a very long time. As for all of his wonderful toys, I justify that as being thus: he's from the future, and if Beetle and Mysterio could get some nice upgrades, then so can someone else from that time period, especially since he'd need them to be able to win. Also, don't worry: he's not an Author Avatar. His personality is different from mine, and the story's not going to bend over backwards for him either, so anyone fearing I just brought in a Mary Sue should lay those fears to rest.**


	7. Spider-Verse Part II: Coming Together

Chapter 7: Spider-Verse Part II: Coming Together

_Earth 763_

When the Sorcerer Supreme Spider-Man came to Earth 763 with that world's Spider-Man in tow, it had only actually been a few hours since Spider-Man was first brought to Night Nurse and patched up by her, and now his body lay motionless, bandaged up, and his heart barely beating.

"...so how is it I could be in two bodies at once?" Spider-Man asked as he and his magical counterpart arrived.

"...your mind may have been elsewhere, but that just left your body brain-dead and comatose. You were still breathing...barely."

"Well, we've got three tracer rounds to thank for that. I hope you can heal this body up as well as you did the one I'm in right now."

"Not an issue." Sorcerer Supreme Spider-Man said, before then raising his hand over the body and mumbling the same incantations he had used before. And miraculously, the body was healed of it's injuries entirely. The damaged tissue was repaired, the stitched up wounds vanished, and all of the lost blood and vitality restored. And no sooner was this done did Sorcerer Supreme Spider-Man mumble another incantation that saw Spider-Man's consciousness returned to his own body. Once he was back in, he had ample reason to appreciate the Sorcerer Supreme Spider-Man's healing powers.

"I gotta say, I feel like a brand new Spider-Man." the web-head remarked as he got off the table and turned to look at his mystical counterpart. "...with healing powers like that, I'm glad you're on our side."

"Well, great as my healing is I can't resurrect the dead. A blow from Karn will do you in, make no mistake about it. And then I will not be able to help you."

"I'll keep that in mind." Spider-Man said with a nod before adding: "But thanks anyway. Not everyday my injuries get healed by a magician."

"I'm not a magician, I'm a-"

Sorcerer Supreme Spider-Man was cut off when he saw Night Nurse walk into the room again, her eyes widening upon seeing Spider-Man back up on his feet, the Sorcerer Supreme Spider-Man standing right next to him, and the now inert body of Earth 765's Ben Reilly lying on the floor.

"...well, I think I may have some explaining to do…"

_Earth 7832_

"Hold still Bug!" Shocker shouted as he fired out another blast of pressurized air at Spider-Man, only for the lithe, red and blue clad teenager to nimbly avoid the attack.

"Come on Shocker, get some new material already! And besides that, spiders are arachnids!"

Another blast of pressurized air was fired out, and again Spider-Man dodged the attack. This had been going on for some time now, and small craters littered the surrounding area where Shocker's blasts had impacted. Most people had also scattered by this point, which was good for Spider-Man, since it meant less people to worry about while fighting Shocker.

_And on the plus side, there's no Ox and Ricochet this time around either. Just need to get close enough…_

Another air blast, and this one was a little too close for comfort. Deciding he'd had his fill of playing evasive, Spider-Man swung in towards Shocker, getting closer and closer and only stopping his pursuit to avoid more air blasts. But then finally, he landed before darting to one side, firing a bit of webbing that got Shocker right in his visor, and then launched forwards. A few strikes were sufficient to knock him backwards, and Spider-Man followed it up by unleashing more webbing, hoping as he did that it would be strong enough to keep Shocker restrained.

As it so happened it was, and Spider-Man decided to give one more knock-out punch for good measure. By the time the police closed in, Shocker was securely webbed up and ready for another trip to prison.

"Well, that wasn't so bad." Spider-Man admitted as he swung off. "And with Shocker back in jail, that means only the Hobgoblin's still out there...and Black Cat."

Black Cat. The cat burglar had still not forgiven him for his refusing to allow her to let her father leave the prison he'd been condemned to for life, and subsequent interactions between the two after that night had been...suffice to say, less fun than their first team-up against Chameleon, Tinkerer, and a pre-Mysterio Quentin Beck.

Spider-Man sighed as he remembered this. He hadn't wanted to hurt Black Cat, not at all. He really had enjoyed the time they'd spent together, their back-and-forth banter, their ability to effectively fight side by side...he'd enjoyed it. Truth be told, there were even times when Spider-Man found himself thinking that, in view of his ending his relationship with Liz Allan (and his breaking her heart, something he also felt terrible about), and Gwen remaining with Harry, perhaps Black Cat might be…

Spider-Man shook his head. "No. No, no...she hates me now. And besides, I don't know anything about her outside of that costume...not even her real name."

Then Spider-Man realized: perhaps if he were to tell Black Cat who he was, she would understand his motive for wanting her father to stay in jail...

Again Spider-Man shook his head. What was he thinking? Share his secret identity with a woman who hated his guts? Where was the sense in that?

Spider-Man sighed as he took a break from his swing and landed on a nearby building. Gwen, Liz, and Black Cat...why was it he seemed to always disappoint the women in his life?

It was while he was asking this question that Spider-Man's Spider-Sense began to buzz. And it was buzzing hard. Harder than ever before now that Spider-Man thought about it. Looking around for the cause, he saw a man materialize in front of him. Spider-Man found himself backpedaling to put some distance between himself and the man who flashed a polearm with a glowing red top. He closed the distance between them with distressing speed though, and Spider-Man only narrowly kept ahead of him and stayed on the evasive as Karn bore down on him, his polearm flashing. Spider-Man did his best to avoid the attacks, all the while Karn snapping his polearm back with every missed attack and then thrusting again.

Deciding quickly that he wanted to be farther from this particular foe rather than closer, Spider-Man finally elected to turn heel and run, but Karn would have none of it. He pursued, and with an outstretched hand managed to grab Spider-Man's ankle in time.

_Why does this keep happening to me? _Spider-Man thought as Karn pulled him down and thrusted with the polearm in his other hand…

...only for the polearm to collide with an indestructible red and white shield instead.

"You!"

Karn snapped his polearm back and thrusted once more, but the American Spider grabbed it with his free hand and then brought his shield down on it, decapitating the polearm and rendering it useless. Rushing to Spider-Man's side, American Spider grabbed him and then vanished before Karn could reach them.

_Earth 763_

"Spider! You're okay!" Black Cat cried out, happily embracing Spider-Man and hugging him tightly, pressing her head against his chest as tears streamed down her eyes. She pulled up his mask and then kissed him passionately. "I thought I'd lost you…" she whispered as Spider-Man continued to hold her in his arms.

"I'm fine Cat. I didn't die. Thanks to Night Nurse and uh...well, another me. One who's also his world's Doctor Strange."

Black Cat exited her embrace and turned to Sorcerer Supreme Spider-Man. "Thank you so much for healing him."

Sorcerer Supreme Spider-Man nodded. "Of course. A fellow me in the multiverse with a noble heart in need of assistance? How could I possibly refuse? And especially when, in addition to all of the above he is needed to help address a crisis."

"What crisis?"

"I already explained it to him, and have no strong desire to do so again. But suffice to say, both your world's Spider-Man and also the Scarlet Spider over there need to come with me on a matter of great importance. So, for that matter does your Spider-Woman."

"We don't know where Spider Woman is." Luke Cage pointed out.

"Leave that to two of my best. They'll have found her by now. The point is, all spider-totems in this world are being recruited. I'm not sparing anyone because this is one of those 'all hands on deck' sort of moments."

Black Cat held Spider-Man's arm tightly. "You saved him and now you're taking him away again?" Black Cat asked, her green eyes flashing with anger and indignance.

"I say again; this is an urgent matter that involves him, his clone here, and every other spider-totem on this Earth."

"_This _Earth?"

Sorcerer Supreme Spider-Man sighed. "If I were to tell you the whole story, would you be more willing to relinquish the two spiders here?"

"We'd consider it." Captain America said evenly.

Sorcerer Supreme Spider-Man sighed again before saying: "Well….the long and short of it is that a group known as the Inheritors have decided it's a jolly good idea to kill every last version of myself and your Spider-Man in the multiverse, along with anyone and everyone else there who dares to have 'spider' in their name. Most of them are tangled up battling a whole army of us spider-people elsewhere in the multiverse. Several have already fallen, but I was aware of this beforehand. And I chose to do something about it. Namely, that I wasn't going to let the Inheritors kill any more Spiders. That's why I've been gathering up what Spider-Men in the Multiverse there are that the Inheritors...missed."

"And...Spider-Man and Scarlet Spider are two such spiders?"

Sorcerer Supreme Spider-Man nodded. "Precisely. As is Spider-Woman and two others, the names of whom I do not know, but I know of their presence. Again, I have spiders I've already recruited getting them now as we speak. I need now to take these two spiders here with me."

"If they're going, then I'm coming too." Black Cat said resolutely.

"No! Cat, don't. If the Inheritors are as bad as Spider-Strange here says they are, then I don't want you risking your life against them."

"I can take care of myself Spider, you _know _that." Black Cat's tone had an edge to it here that it didn't normally have, and there was a clear look of hurt and pain in her eyes.

Spider-Man lifted her chin and looked her right in the eye. "Cat...I love you. I love you and I want us to be together for the rest of our lives. And because of that, I can't bear the thought of losing you, especially after...after Gwen. This a battle for us spiders. Let _us_ fight it."

"But I've always stood by you!" Black Cat pointed out. "I've _always_ been at your side. Why should this be any different? I've helped you so many times before Spider. Let me help you again."

Spider-Man said nothing as he continued to look into Black Cat's beautiful face, a look of deep hurt and pleading on it. But as he did he realized that, while he could not bear to see her die, suppose the opposite happened? Would it really be fair of him to expect her to carry on without him when he could almost certainly not do the opposite? And she _was_ a fellow superhero who had fought alongside him for years now…

Spider-Man sighed and said: "Alright Felicia. You can come…" Spider-Man turned to face his mystical counterpart. "...if the other me says yes anyway."

"I will not be responsible for what happens to her." Spider-Strange warned. "If she comes, then she must suffer any consequences to that choice on her own. I will heal her if she is injured, and assist her in battle, but should she die...that will not be on my head."

"I understand." Black Cat said. "I'm coming anyway."

"So then…" Scarlet Spider said, at last choosing that moment to speak up. "...I take it this means we're going?"

Spider-Strange nodded. "Yes. We go now to _my _Earth."

_Earth 78312_

When Spider-Man, Scarlet Spider, and Black Cat arrived at Spider-Strange's Earth and materialized inside his house, they saw immediately that it was a very fancy looking place, with rows upon rows of old books, antique chairs and tables, and various artifacts of a clearly mystic variety that all of the Earth 763 visitors knew immediately they'd do well not to touch or otherwise tamper with.

"Welcome to my home, the Sanctum Sangtorum." Spider-Strange said matter-of-factly. Spider-Man nodded at this, having seen the inside of his Doctor Strange's Sanctum Sangtorum and found it to be much the same overall. Thus, this experience was not as new to him.

"Love what you've done with the place." Scarlet Spider said in a deadpan as he looked around.

"Beaten to a quip? Man I must be losing my touch…"

Spider-Strange sighed and said simply: "Follow me. The other spiders have already been recruited at this point, including the other totems from your world. You should meet them all."

Spider-Strange walked off, and Spider-Man, Scarlet Spider, and Black Cat followed. They were led to a much larger room, one with more chairs for people to sit in, and a large, majestic violet colored carpet on the ground that covered every inch of the floor.

And then the Earth 763 visitors got to see everyone present in the room: well over a dozen different figures that, for all their having different costumes were still clearly different versions of Spider-Man. All different Spider-Men (and women) who had apparently already been found and recruited into this army of Spiders to combat the Inheritors.

They were definitely a varied bunch. One dressed in all black, with a coat worn over his shoulders and goggles worn over his mask. Notably he had a gun in his hand, which 763 Spider-Man saw as a bad sign. Another wore a Fantastic Four uniform in lieu of a Spider-Man costume, but with a paper bag over his head, something 763 Spider-Man struggled to find anything but ridiculous.

A third Spider-Man had four extra arms coming out of him, and a fourth dressed in a mostly blue costume that resembled the Azure Spider's outfit in many respects, but also different in other ways, such as not being armored and having a different red spider logo than the one on Azure Spider's chest-plate. It did retain the web-cape though.

And there were others still besides those ones, each of them different in some way or another, and many of them visibly so. 763 Spider-Man could even see what looked like a cartoon pig dressed in a Spider-Man costume amid the crowd, which he struggled to keep from calling attention to. Truth be told, 763 Spider-Man found himself wondering what was so powerful it could not only casually and effortlessly go from world to world, but also kill so many versions of him that it mandated they all unite under one banner. And why?

"Looks like we've got some new arrivals." the Spider-Man in black with the gun noted as he saw Earth 763 Spider-Man, Scarlet Spider, and Black Cat walk in along with Spider-Strange.

"My world's." Ezekiel noted, 763 Spider-Man turning as he saw the older man in white among the crowd. Scarlet Spider for his part, found himself turning to look at Spider-Woman, who also stood there, the mask worn over her face betraying no expression.

"How many of us are there now?" asked one Spider-Man who wore what 763 Spider-Man recognized as one of his black costumes, which in turn made him hope it was a non-symbiote black costume. The last thing he wanted was to work with a version of himself who was a Venom waiting to happen.

"26 counting myself and the Black Cat." Spider-Strange said. He then levitated so all of the other Spiders looked up at him and continued: "I don't need to tell you all the reason why you've been brought here. You all _know_ the reason. The issue at hand now is how to combat the threat posed to us by Karn's clone and the minions of his that he has recruited. The main army of Spiders is busy combating the Inheritors. We must do our part to ensure that Karn's clone does not kill any spiders his family happens to overlook."

"Uh, question." came the younger Spider-Man that American Spider had come to the rescue of. "You, uh...you seem pretty powerful. What with all of the magic and stuff (which was something I didn't even believe in until five minutes ago), so I have to ask: why can't _you_ just beat this Karn guy yourself?"

"If only it were that simple." Spider-Strange said sadly before adding: "Karn's clone has recruited others to fight for his cause. Villains from your realities and mine have been found and joined together under his banner, including my own arch-nemesis the Dark Daemon. He by himself could challenge me. Him plus Karn's clone and numerous other villains would be beyond even _my _abilities to combat. And besides, Karn's clone would have still gone to your worlds with the intentions of murdering you all."

"I have a question of my own." Scarlet Spider asked, in so doing asking the question that 763 Spider-Man was wondering himself: "What do the Inheritors stand to gain from slaughtering us?"

"They're predators." Spider-Strange said bluntly before adding: "...and we're their prey. The Inheritors feed on the totemistic energy of beings with powers of the members of the animal kingdom. And as we are all spider totems, we fit that description."

"But why all Spiders specifically?" 763 Spider-Man asked.

"We angered them." Another Spider-Man said bluntly, stepping forward as he did. 763 Spider-Man turned to look at him, and was greeted to an interesting sight to be sure: it was a man who's build certainly looked close to his own, and his costume was plenty red and blue, but the crimson boots and gloves looked more like commando gear, and his black spider logo was bigger, featuring in it's center a silver-white star. The mask was a solid blue variant of the standard Spider-Man mask with no web-pattern, but rather a white "A" on the front, and the design of silver wings on the sides. And over one arm was a large red and white striped shield with a blue center, and in the center of that a large white star with a black spider inside of the star.

Between it all, it didn't take much on 763 Spider-Man's part to deduce this particular Spider's backstory.

"The Inheritors have hunted Spiders before, and more specifically one of them named Morlun hunted the greatest Spider-Man of us all. The one who inhabits the universe that is at the center of our multiverse. And this Spider-Man bested Morlun multiple times. He bested Morlun and then discovered another totem from his world, namely another version of Silk…" American Spider pointed to Silk, who nodded wordlessly. "...and then, the Inheritors decided that the Spiders had defied them long enough. They are determined to remind us once and for all what the natural order of the food chain is. But as always, we will not give in."

"So what now?" another Spider-Man asked, this one the version of the hero with six arms. "How do we stop the Inheritors?"

"As I have already made clear that is a task that rests solely on the shoulders of the main Spider-Army. _Our_ task is a different one. Namely protect ourselves and our worlds from the one Inheritor who has taken notice of us and is now intending to kill those who the rest of his family 'missed'."

"Who is this one Inheritor exactly?"

"Karn." American Spider answered. "Or rather, a clone of him. As I understand it, the real Karn was exiled from his family. It hasn't made him any more friendly to us, but even so, he is an outcast to his family. But they decided to make a clone of him to ensure that there was always a Karn amongst them."

"So the Inheritors are cloners too?" 763 Spider-Man asked.

Spider-Strange nodded. "Yes. And in fact, that has been what has allowed the Inheritors to thus far cheat death. Any time one of them is killed, they simply return in a clone body."

"...man, that's cheap. How do we stop something like that?"

"We find another way." American Spider said resolutely before adding: "...we find a way or we make one."

"That's a lovely sentiment to be sure." came another Spider-Man's voice before adding: "...but it doesn't bring us any closer to finding a halfway decent solution to our predicament."

This Spider-Man wore a variant of Spider-Man's classic look that was black where it should have been blue and thus reminding 763 Spider-Man too much of Hybrid's Spider-Man costume for his liking. The clawed toes and fingers and the arrogance in his tone did little to ease 763 Spider-Man's concerns.

"I don't see _you _coming up with any great ideas either smart guy." the Spider-Man in black with a gun said accusingly.

The red and black Spider-Man turned to face him, but Spider-Strange saw what was coming and intervened: "We already have enough enemies as is, let's not fight amongst ourselves too. The Superior Spider-Man is not wrong to voice concerns, but so too is the American Spider right to not abandon hope. Between all of us, we should be able to find a way to stop _one_ Inheritor. And if nothing else, his minions are not quite so unassailable. And as for Karn's clone, I may have one possible solution for dealing with him."

"Which is?" asked Kaine, who only just then chose to speak. 763 Spider-Man instinctively shot a look over to him, also taking note of how he easily towered over everyone else in the room. But then in fairness, most of them were all just alternate versions of _him._

"One of the many mystical talismans I possess is known as the Crimson Bands of Cyttorak. If we could somehow weaken Karn's clone, and also prevent him from being able to access other realities the way he does, we could conceivably imprison him in the Bands and then in my Sanctum Sangtorum, where I can keep a ready eye on him. That way, we won't even _need _to kill him to stop him."

"But then that leaves us with some other problems." pointed out a Spider-Man who had hardly left the side of the woman known as Silk. "Firstly, how do we weaken Karn enough for that plan to work? And second, how are we to keep him from fleeing to another reality, or else alerting the other Inheritors to our activities?"

"The plan I present is merely an outline, not a complete work. Those are valid questions to be sure, but they don't invalidate the idea outright."

"No," the other Spider-Man conceded. "They don't. But if we _are _going to use that plan, we need to think these things through."

"I may be able to create a sigil to block Karn's interreality comings and goings, but it will take time to find the right one and then prepare it. If we can prevent his escape, then we just need a means of weakening him enough for me to be able to trap him in the Crimson Bands of Cyttorak."

It was then that another Spider-Man in the group nervously raised his hand, and when he spoke his voice didn't sound like Peter Parker's, in turn telling 763 Spider-Man that this version of him wasn't another Peter Parker but someone else. Someone who's voice did sound familiar but he wasn't sure where from specifically. His costume was also different, being black where the "classic" costume was blue, and a very light, pale purple where it was red. The eye-holes on the mask were still black-rimmed, but red instead of white. The design on the front of the shirt-piece was also different, being more like a downward facing triangle that didn't cover as much of the torso. Over his waist he wore a large, dark colored belt with a red circle in the center.

"Uh, excuse me, but I think I may have one idea for how we can win: the Inheritors feed off of our life force, correct?"

Spider-Strange, American Spider, and several of the others nodded wordlessly.

"Right then, well I've been thinking: what if we were to, shall we say, poison their food?"

"What do you mean?"

"What I mean is this: we trick this Karn character into feeding on one of us, namely me, but before hand give me a radioactive solution. Gamma radiation to be exact. Thus, when Karn tries to feed on me, well...let's just say he might get a bit of a tummy ache."

"But wouldn't that kill you?"

Bruce Banner Spider-Man shook his head. "No. I got my powers while working with gamma radiation. I'll be resistant to it. And besides that, if Karn's nature is as vampiric as I'm being led to believe, then he'll likely suck the solution right out of me and give it to himself. Once he's weakened from the gamma poison, you can restrain him, or at least be able to overcome him in a fight and _then _restrain him."

"Wait a minute, go back a bit." Spectacular Spider-Man said, holding up his hands. "...how exactly did you get your spider powers?"

"In my world, you became the Hulk. I was trying to find a cure for you, and while tampering with solutions of the same gamma radiation that had turned my world's Peter Parker into the Hulk, one of the spiders I was testing it on escaped and bit me. And from that bite, I gained the powers that I have. So I _already_ have gamma radiation in my veins and it's made me stronger, not weaker. I think I could probably take a little more."

"Are you saying you got your powers from a radioactive spider?"

"...pretty much, yeah."

"That's crazy."

"I don't know if you noticed, but there's a _sorcerer _floating above our heads right now, and we're making home base in his magic house. Are you _honestly_ judging and playing the skeptic in light of that?"

"In fairness, that's how _I_ got _my_ spider powers too." the Six Armed Spider-Man pointed out.

"Same here." The Bombastic Bag Man said simply.

"I got _mine_ from the Super Spider Serum along with Vita Rays…"

"Okay, now that we've had fun educating one another on our various origin stories, let's get back to the task at hand." The Spider-Man standing next to Silk said. For her part, Silk turned to face the Bruce Banner Spider-Man and said: "So you were saying something about being an expert in gamma radiation…"

Bruce Banner Spider-Man nodded. "That's right. And with my gamma irradiated blood I can safely inject myself with a gamma radiation solution, and then offer myself up to Karn in an apparent surrender. Once he feeds, he'll be poisoned by the solution and hopefully weakened enough to now be assailable."

"We don't know if radiation can hurt this creature though." Superior Spider-Man said, interceding. "And even if it does, suppose it doesn't weaken him enough? We could be throwing away our lives for nothing!"

Bruce Banner Spider-Man shrugged. "There are variables I'll admit, but it's all I've got as of right now."

"It's an interesting plan to consider." 763 Spider-Man said, choosing that moment to speak up. "We should probably think of some other options though. Won't hurt to have multiple strategies."

"_I _happen to possess a power-dampening field that negates or at least diminishes the powers of superhumans." Superior Spider-Man said before adding bitterly: "...or at least I did. Karn's clone was smart enough to destroy it before I could use it against him. But given time and the proper resources I can build a new one relatively quickly. And so long as someone keeps Karn's clone distracted I can unleash it on him and weaken his physicality."

"Then we should combine our plans." Bruce Banner Spider-Man suggested. "My offering myself up as a sacrifice will be the perfect distraction, and once he's poisoned himself on my gamma radiation solution, you can hit him with your power-dampener. Between those two things he should be weakened considerably."

"I think we'll also want to get rid of that weapon of his." Earth 558 Spider-Man said. "That thing sliced through my web-shield like a hot knife through butter. Wouldn't fancy my chances of surviving a direct hit from it either."

"Leave _that _to me." American Spider said. "I destroyed it while recruiting the younger Spider-Man over there. If he's made a new one, I can destroy that one too."

"I doubt he'll fall for the same moves twice though." The blue Spider-Man, Spider-Man 2099 said before adding: "...but I think between all of us we can probably disarm him of it."

"Maybe Snake-Eyes Spider-Man here can swipe it out from under him." Earth 558 Spider-Man suggested sarcastically, which in turn prompted most of the other spiders to turn to regard a Spider-Man who was dressed in fairly non-descript peasant clothes that were either a dull blue or a rusty red, with a red mask worn over his face and a sword sheathed in a scabbard that was slung over his back. Held between two of his fingers was a throwing star.

The ninja Spider-Man, Kumo, turned to regard Earth 558 Spider-Man and stared blankly at him for a few moments. He said nothing, and his gaze was sufficient to compel 558 Spider-Man to look away.

"While I can definitely appreciate a fellow Spider-Man with a sense of humor, I don't think this is quite the time for jokes." 763 Spider-Man admitted.

"No, it's not." Spider-Strange noted. He turned to the Superior Spider-Man directly: "...what materials will you need for your device? I can get them for you."

Superior Spider-Man allowed a dry smile behind his mask. "Really? Well then we'd best get started right now…"

-X-

-X-

As the Superior Spider-Man set about rebuilding his power-dampener with help from Spider-Strange, and Bruce Banner Spider-Man worked on his gamma radiation solution, the Earth 763 inhabitants decided to spend some time acquainting themselves with the other spiders they were now going to be fighting side by side with.

"So…" Scarlet Spider said as he looked at one Spider-Man in particular. "...you're me as Spider-Man?"

The Ben Reilly Spider-Man nodded. "Yes. After my world's Peter Parker lost his powers, he retired and settled down with Mary Jane. After that, I stepped up to continue where he left off."

Scarlet Spider nodded approvingly to this before then looking closer at his Spider-Man costume. "Like what you did with the outfit."

Ben Reilly Spider-Man chuckled. "Well, you _are _another me, remember?"

Meanwhile, 763 Spider-Man talked to his counterpart who remained close to the woman known as Silk, as he did also shooting a look over at his swine counterpart.

"Uh, I know I'm gonna look stupid for asking this but...that's a cartoon pig in a Spider-Man costume right?"

The older Spider-Man smiled and nodded. "Yeah, that be the one. The Spectacular Spider-Ham he calls himself. Don't call attention to it though. He can be a bit touchy, especially about that."

"Duly noted." 763 Spider-Man said before adding: "So what's your story?"

"My wife and I are the spider-totems of our world. We were raised together and trained in our powers together, to keep us both safe from the Inheritors. Our world's Ezekiel looked after us."

"Wait, wait, Ezekiel?" 763 Spider-Man shot a look over to his version of Ezekiel, who had retreated to a quieter corner of the room. "Sounds a little _too _nice for _my_ Ezekiel."

"He was rough around the edges, but he kept us safe." Silk said. "...and he gave his life to make sure we kept our own."

763 Spider-Man nodded. "Alright...when did you two first uh, tie the knot?"

"Not long before Ezekiel's death." The alternate Spider-Man said. "He was the one who married us actually."

"When you live with someone else and spend all your time around them for so long, your only options tend to be either marriage or murder." Silk said bluntly and sardonically, a remark that her husband chuckled at.

"Well, I'm...happy for both of you."

"Have you not met me in your world yet?" Silk asked curiously.

"Uh, actually, I don't think there even _is _a version of you in my world." 763 Spider-Man said apologetically.

"Hm. Well, that's your loss."

"I already have someone in my life that I love…" 763 Spider-Man said, as he did turning to look at Black Cat, who was currently talking to Scarlet Spider.

"Ah. The one among us who is not a totem. What is she doing here anyway?"

"She wanted to come." 763 Spider-Man said simply. "We stick together, just like you and your husband do."

"But you are not yet married to her?"

763 Spider-Man shook his head. "I'm not sure we're quite ready for that just yet…"

"She's willing to follow you into the jaws of death against a foe that would have completely overlooked her otherwise just to stand at your side. Sounds like you're ready to me."

"Leave him alone dear." Silk's husband said before turning to face his Earth 763 counterpart. "It's nice to see another me who's making it work with somebody. Not all of us are quite so fortunate."

763 Spider-Man nodded, but in the face of Silk's remarks he found himself thinking about them quite a bit. Again, he looked at Black Cat, standing there amidst the many different spiders, and as he did he wondered: maybe he _should _take that next step. Maybe he should ask her if she wanted to marry him. As it was, he could probably guess what her answer would be, and certainly he had come to decide that he still loved her and had no objection to being a relationship with her. Why shouldn't he take that next step?

_Then again… _Spider-Man thought. _...there are certain other challenges present…_

For one, there was how Black Cat's identity was public knowledge, so if people knew she was married to Peter Parker and then saw her swinging around New York with Spider-Man, his secret would be out. Of course, in view of Harry Osborn laying siege to his apartment and knowing his identity before that, Spider-Man reasoned that his secret identity was probably _already_ exposed anyway.

And that in turn got him worrying about the future of himself and his world. Assuming he lived to see the end of this adventure with the other spiders, he would have to return to a world that would now almost certainly know his identity. How would he be able to get by? He'd always guarded his secret identity so carefully, how could he function without it? Especially when tolerance for superheroes was at an all-time low thanks to the Registration Act? And what about his loved ones? Everyone who were now at risk thanks to all of the enemies who'd want revenge…

763 Spider-Man let out a deep sigh. He couldn't deal with it right now. He realized that as much as he was sorely tempted to just obsess and obsess over how his life in his native reality was most likely done for, he realized that at this moment in time he couldn't. Right now, with the lives of himself and many other Spiders hanging in the balance, he needed to keep his head in the game. This was not a good time to be distracted. Should the worst happen, he told himself, he could always go to some new reality where his identity remained a secret…

"So you brought your Black Cat along huh?" another Spider-Man asked, walking up to 763 Spider-Man as he did.

"Yeah, that's what I just told them." he pointed to Silk and her Spider-Man.

"I'm good friends with my world's Black Cat. She was once my partner, before running off to join Morbius and Blade."

"Why did she do that?"

The other Spider-Man shrugged. "Don't know. Never made any sense to me personally." he paused, before adding: "She was a super soldier you know."

"What?"

"Yeah, she got the same super soldier formula Captain America did. That's how her hair turned white and she became really strong. She would 'power up'..." The other Spider-Man trailed off as 763 Spider-Man just looked at him.

"...I'm sorry, but that sounds kind of stupid."

"She _was _pretty though. Almost as pretty as Mary Jane."

"You still seeing Mary Jane where you're from?"

"Well, I _was_, but then I lost her. I'm still trying to find the _real_ Mary Jane, after being misled by that clone with Hydro Man's powers…"

763 Spider-Man shook his head. Of all the different versions of him, _this _Spider-Man seemed to have the absolute most bizarre backstory and universe of all.

It was early the next day when Superior Spider-Man and Bruce Banner Spider-Man announced the completion of their power-dampener and gamma radiation solution respectively.

"Wow, that was quick."

"I work fast when I'm motivated." Superior Spider-Man said simply before adding: "...which is always."

"It helped that our magical friend here was able to procure everything we needed in such a short span of time." Bruce Banner Spider-Man added. "All we had to do is tell him what we needed and he conjured it for us."

"So then…" American Spider said, interceding: "Does this mean that we're going through with our plan of using Banner's gamma radiation poison in conjunction with Superior Spider-Man's power-dampener to weaken Karn's clone?"

Superior Spider-Man nodded. "Yes. If this works, Spider-Strange should be able to restrain the clone with his Crimson Bands of Cyttorak. But that means we'll need him with us when this happens."

Spider-Strange nodded before adding: "Be warned though: should this plan of ours fail for whatever reason, I will not be able to return us to my Sanctum Sangtorum. We will have to retreat to some other random earth in the multiverse."

Bruce Banner Spider-Man nodded. "I understand." he turned to the others. "But I _do_ also think we should ask the others what _they _think first. I don't want to ask anything of them that they don't want to do."

"Hey, we were going to have leave the safety of this place and fight sooner or later." Noir Spider-Man said before adding: "At least now we've got a plan."

"Let's hope it works though." Spider-Man 2099 said grimly.

"Only one way to find out." American Spider said. "We find Karn's clone." he turned to Spider-Strange. "Have you located him?"

Spider-Strange nodded. "Yes. He's gone to Earth 526. If we hurry, we can intercept him and then spring our trap."

"Alright then. Looks like we're moving out. Everyone get ready for a fight."

All of the spiders got up and moved closer to one another. Hovering above them yet again, Spider-Strange said an incantation and then like that, all of the spiders vanished.

_Earth 526_

When the army of spiders arrived on Earth 526, they found themselves greeted to a swampy terrain, with a large factory belching black smoke off in the distance. The smoke in turn made the sky a grim, overcast gray. In all, not an inviting atmosphere.

"20 bucks that this world's Spider-Man wears a gasmask." 558 Spider-Man quipped, to which the other black costume Spider-Man shook his head and sighed. "Not the time." he said simply.

The group of spiders moved out, carefully navigating the swampy terrain as American Spider asked Spider-Strange if he could sense the other Spider-Man's presence.

"Yes, I can actually. But faintly. Either he's far away, or his life is fading fast. Either way, we need to hurry."

American Spider nodded. "Understood. Okay spiders! Double time!"

The group of spiders did just that, quickening their pace as they continued to run and swing through the area, in the case of the latter using trees in place of buildings. Finally, after a while they came upon a sewer-line, where the water was tinged green and gave off a remarkably foul odor.

"Yeesh, what's up with this place?" Spider-Ham asked, his voice high-pitched compared to the Spider-Men and sounding exactly what 763 Spider-Man had remembered from the pig from Loony Tunes. Or so he told himself.

"If I had to guess, I'd say this is an Earth that's polluted itself half to death." the married Spider-Man said as he and his partner Silk brought up the rear.

"Still no sign of this world's Spider-Man though…" Ben Reilly Spider-Man noted.

"Hey you!" came a voice, which prompted all of the Spiders to turn to face it. They were greeted to a man in a dark blue hazmat suit with red boots, gloves, and helmet that walked up to them. "What do you think you costumed types are doing down here? This is a restricted area, not a comic book convention! I ought to call SHIELD down here right now, and…"

American Spider held up a hand. "Settle down son. This is urgent business. Your name wouldn't happen to be Peter Parker would it?"

The man in the Hazmat suit nodded. "Yeah, it is. But so what? You come here for my autograph or something?"

"No, we came to protect you. You're in danger."

The man in the hazmat suit sighed. "Look Stars and Stripes, I can appreciate a dedicated comic book nut who dresses up as his favorite superhero as much as the next guy, but this isn't a j-"

The Earth 526 Peter Parker was cut off when, zipping through the air was a glowing red blade akin to the top of Karn's polearm. It sailed right over all of the spider's heads before then going right through the visor of Earth 526 Peter Parker's hazmat helmet. There was a sickening sound of metal piercing flesh and skull before the alternate Peter Parker promptly collapsed backwards.

"No!" American Spider shouted before turning to the direction of the blade. "Follow it! Karn must be in that direction!"

The group of spiders raced in the direction the throwing blade had come from, leaping over the stream and then racing across an open field and into a woodland overlooking it, which itself looked like it had seen better days based on the poor state of the bark on the trees and how the dirt on the ground was black and caked with what some of the spiders realized was soot.

"Where is he?" Noir Spider-Man wondered out loud.

"Something's not right here…" Kaine grumbled.

"Well, our spider-senses aren't going off, so that's a good sig-"

Spectacular Spider-Man was cut off when, bursting forth out of the shadows was Karn's polearm, and then Karn himself. The target of the weapon turned just in time to see what was coming his way, but not in time to dodge. He let out a horrific scream as the glowing red head of the polearm went right through the Fantastic Four uniform he wore in place of a Spider-Man costume, and then the Bombastic Bag Man's corpse was hoisted aloft by Karn before then being thrown in the air as Karn lowered his polearm for another go. Soon appearing at his sides and out of the shadows of the wood were dozens upon dozens of men in silver-gray suits of armor that covered them from head to toe.

"Bag Man!"

"How did he sneak up on us!?"

"It's an ambush!" Superior Spider-Man roared before pointing at Karn and his allies: "**_ATTACK!_**"

No sooner had Superior Spider-Man taken it upon himself to give the order did all hell break loose, the spiders backpedaling before then running forward and throwing themselves into the sea of silver armored gunmen that swarmed out of the forest like starving wolves, all the while doing their best to steer clear of Karn's clone and his polearm.

For his part, 763 Spider-Man was frantically looking about in-between lots and lots of bullet dodging to see how his various allies and in particular his fellow Earth 763 inhabitants were faring. To his left he saw Six-Armed Spider-Man shooting out three times as much webbing into the faces, chests, and guns of Karn's soldiers. To his right he saw the Spider-Man married to Silk bounce around from goon to goon alongside his wife, the pair working in tandem as they always did. At one point the Spider-Man shot a web-line that Silk caught in one hand, the two then running forward with it and using it knock down a whole row of Karn's soldiers.

Behind them Spider-Man 2099 was slashing into men with his claws and Azure Spider was punching and kicking people back left and right. Elsewhere Kaine broke one soldier's neck and tossed him away, before then kicking another back so hard he went flying into two more of his fellows, knocking all three of them down.

763 Spider-Man's spider-sense buzzed again and again he barely moved in time to avoid a spray of gunfire. Normally, such a feat was easily done, but here there were so many guns coming from so many different directions that 763 Spider-Man for one was just counting himself lucky they weren't all aiming at him.

He sent a punch out, and one man got sent flying into the air. Another man fired out a spray of bullets, and 763 Spider-Man avoided him. A red spider limb plunging into his chest and piercing his breastplate then ended that particular soldier's life, Superior Spider-Man then tossing his corpse aside and going after another soldier, tearing into one after another with his mechanical spider-limbs. By this point, his octobots, floating machines outfitted with weapons, had also been activated, now opening fire on anyone in Superior Spider-Man's way.

Spider-Man decided to avert his gaze from such a sight, instead zipping in to help relieve the pressure on Spectacular Spider-Man and Ultimate Spider-Man, the two younger Spider-Men each clearly struggling to avoid the sheer number of shots sent their way by so many gunmen. Unleashing the Way of the Spider and also bouncing from soldier to soldier the way the Spider-Couple did, 763 Spider-Man helped thin the ranks, which in turn allowed Spectacular Spider-Man and Ultimate Spider-Man to start striking back with a vengeance, each of them downing more of Karn's soldiers with their blows.

Then the situation deteriorated considerably when new faces arrived, each of them being a different supervillain; villains from various realities from the Marvel Multiverse and in most cases from the same worlds the spiders themselves came from.

"Time for a rematch bug!" Spectacular Spider-Man's Shocker shouted as he fired a pressurized air blast at him, which Spider-Man dodged as he had all the others. As he did, Ultimate Spider-Man found himself being put similarly on the evasive by projectiles hurled at him by his world's Prowler, the presence of whom caused Ultimate Spider-Man to backpdeal and lose his footing.

"Uncle Aaron…?"

"Shouldn't let your guard down kid." Ultimate Prowler said coldly before advancing threateningly on his nephew. A kick to the purple masked face from Spectacular Spider-Man however, dissuaded him.

"Hey, come on now. Is that any way to treat family?"

"Get out of my way!" Ultimate Prowler snarled, swinging an arm out at Spectacular Spider-Man as he did, who avoided him easily.

"Yeesh, talk about a temper. Good thing your nephew doesn't take after you."

At this, Ultimate Prowler chuckled. "Heh, is that what he told you?"

Elsewhere, Gwen Stacy Spider-Woman found herself coming under attack from a man who 763 Spider-Man recognized as Daredevil. Moving in to intercept him, Spider-Man fired some webbing at him to restrain him, but to his frustration Daredevil avoided him.

"DD, what are you doing? You do realize you're on the bad guy side right?"

"My world's Daredevil _is _a bad guy." Gwen Stacy Spider-Woman explained as she dodged a strike from Daredevil's billy club before then kicking him in the shins and then again in the chest, the latter strike knocking him backwards. "...he works for the Kingpin."

"...oh. Well ain't that irony for you…"

763 Spider-Man instinctively ducked as another gunshot came his way. Gwen Stacy Spider-Woman evaded some projectiles as well, and then what 763 Spider-Man recognized as a boomerang, which came near him on it's return trip, Spider-Man ducking so as not to get the boomerang embedded in his head. Looking out, 763 Spider-Man saw Gwen avoid it as well before it returned to it's owner.

"Boomerang?"

Boomerang smiled behind his mask. "That's right mate. I'm _your_ Boomerang alright." Then, he hurled another of his namesakes, and once more both 763 Spider-Man and Gwen Stacy Spider Woman dodged it.

"I have to say, this may be the straight up weirdest gig I've ever done, but I _do_ get to finally kill ya, and a whole lot of other people who _look _like ya, so I'm happy."

Boomerang was cut off when a black gloved fist punched him across the face, 763 Spider-Man seeing that it came from Noir Spider-Man.

"You talk too much." he said bluntly.

More villains emerged to join Karn's soldiers (and Karn himself); Spider-Man 2099 found himself squaring off against both his world's Vulture and also the cyborg gunslinger Venture. Six Armed Spider-Man matched the six limbs of his Doctor Octopus with his own. And even 763 Spider-Man was confronted with his version of Scorpion, who surged towards him the second he spotted him.

"I've been looking for a rematch with you webhead!"

"Hey, what makes you think I'm _your_ Spider-Man?" 763 Spider-Man asked in a half-hearted attempt to get Scorpion to break off his attack.

"I'd kill you anyway." he growled.

763 Spider-Man sighed. "So it's going to be like that huh? Your mistake Gargan."

And so, as 763 Spider-Man dodged the tail and blade strikes of his world's Scorpion, the other Spiders all engaged their respective foes. The Dark Daemon swooped in on his flaming glider, launching Hellfire Bombs at Spider-Strange who retaliated with a variety of magic attacks, everything from lightning fired from his fingertips to bursts of mystic fire of his own.

"So many bullets…" the one alternate Spider-Man 763 Spider-Man had talked to earlier said as he found himself struggling to dodge them. "...in _my_ world everyone had laser guns!"

This Spider-Man soon came under attack from 763 Spider-Man's Scorpion, who started swinging his tail at him again and again. The other Spider-Man dodged, but even as 763 Spider-Man restrained the villain with webbing his counterpart didn't land a punch.

"Hit him!" 763 Spider-Man said.

"I don't usually punch people…" the other Spider-Man said. "Mostly I just shoot a lot of webbing at them. I don't like punches and kicks…"

763 Spider-Man heaved a frustrated sigh right before his Scorpion managed to break free of his restraining webbing and surge towards the other Spider-Man. He panicked and jumped backwards, but 763 Scorpion pursued.

Then, just when it seemed that the situation could not become any more chaotic than it already was, a barrage of gunfire rained down on Karn's soldiers, knocking several of them backwards. Several of the combatants looked up to see a red and blue figure fly in on a jetpack before landing and then unleashing more gunfire, aiming at both Karn's soldiers and the spiders, all of whom dodged out of the way.

"By order of SHIELD, cease hostilities and surrender at once!" the man in red and blue said. When he received gunfire as his reply, the man evaded the shots and retaliated with both more gunfire...and blasts of webbing.

"I think we just found our real spider-totem of this world." Silk said as she kicked Venture back and away from Spider-Man 2099.

"Who is he though? We just saw this world's Peter Parker get killed…"

"I repeat, by order of SHIELD, you are all under arr-"

The SHIELD Spider-Man was cut off when a swing of 763 Scorpion's tail got him square in his helmet and sent him flying backwards. His helmet was knocked off as he landed, revealing a face none of the spiders recognized. The SHIELD Spider-Man hurriedly re-donned his helmet and then staggered to his feet. As he did though, Spectacular Spider-Man's Shocker took aim at him, only for the younger Spider-Man to swing in and kick him back before he could fire.

"Relax man, us guys in costumes are on _your_ side...most of us anyway."

By now, Vulture 2099 had taken to the air, and was pursued by Spider-Woman. A few green high voltage venom blasts fired from her yellow gloved hands and she was able to shoot him right out of the sky, his form plummeting to the ground. Spider-Woman then flew back down and started raining venom blasts down on Karn's soldiers, until Karn saw her and hurled his polearm like a javelin.

Spider-Woman tried to evade the polearm, but it managed to go right through one of the glider wings on her costume. Spider-Woman gasped in pain as she went spiraling out of the air before collapsing. She landed hard, and felt her shoulder cry out in pain. Clenching her teeth and baring past it, Spider-Woman staggered to her feet. She kicked one soldier back but another slammed his rifle butt into her face. She blasted him back, but then she saw Karn's clone make his way towards her, polearm once more in hand.

"Farewell to you child." Karn's clone said as he raised his polearm. Before he could thrust though, some webbing was wrapped around his neck like a garrote. Scarlet Spider tugged on it tightly, but Karn's clone resisted his attempts to strangle him before grabbing Scarlet Spider with one hand and forcing him off. Spider-Woman though took that moment to fire a large venom blast out of her two hands, the blast nailing Karn right in his helmet. Scarlet Spider broke free of Karn's hold as this happened and then started unleashing his own Way of the Spider on him, also dodging his polearm strikes in the process.

Finally back-flipping to put some distance between himself and Karn's clone, Scarlet Spider then started unleashing a barrage of web bullets to keep him further at bay.

"I had it under control." Spider-Woman said icily.

"I think what you _really _meant to say is: 'thank you for saving my life Scarlet Spider'."

"I saved _your_ life too, so now we're even." Spider-Woman said, as she did kicking back more of Karn's soldiers. Scarlet Spider sighed as he did the same.

For his part, Karn had changed targets, going after the Bruce Banner Spider-Man. Seeing him coming in time, Bruce Banner Spider-Man got ready to inject himself with his gamma radiation solution, but then the massive reptilian form of the Lizard burst forth and slammed into him, and as Bruce Banner Spider-Man wrestled with the scaly brute to force him off, the solution dropped to the ground. Bruce Banner Spider-Man tried to grab it, but Lizard slammed his tail down on the ground and in doing so smashed the solution.

"...Oh. That's not good…."

As the alternate Lizard continued to pin Bruce Banner Spider-Man, Karn closed the distance.

"Hold him still for me my pet." Karn's clone said as he walked closer and closer. As he did though, he came under fire from Superior Spider-Man's octobots, which continued to maintain a defensive perimeter around their master. Turning to face them, Karn threw another of his throwing blades at one of the octobots, and managed to strike it square in it's mechanical "eye". It promptly exploded in a shower of shrapnel and broken glass, which landed near another Spider-Man's feet.

"Ah! Broken glass! I can't _stand_ the stuff!"

However, as he recoiled from this, he was temporarily rooted in place, and Karn's clone lunged at him. The Spider-Man panicked and unleashed a mess of webbing, but Karn's polearm cleaved right through it. The Spider-Man threw out a punch, but his inexperience with actual punches and kicks ensured that his attack was sloppy and easily dodged. Karn's clone knocked this Spider-Man down with the butt-end of his polearm and then planted a foot on his body to pin him down.

"No! No, this can't be happening to me! I've still got to stop Miles Warren! I never found the real Mary Jane, I-ARGH!" There was a sickening sound of Karn's polearm puncturing and piercing flesh as he thrusted his weapon into the chest of the alternate Spider-Man, cutting both his sentence and life short.

763 Spider-Man watched the sight with sheer horror, as did many of the other spiders. But so intense was the battle around them that they all each of them had only a brief, fleeting moment to absorb the shock and horror of another Spider-Man being murdered, lest they make themselves easy targets and in turn become the next casualties.

"Take that! And that! And _that_!" Spider-Ham called out as he bounced from soldier to soldier, his cartoonish appearance doing little to decrease his effectiveness on the field of battle. His small size also made it even harder to hit him than it did most other spiders.

"Ha! Right in the kisser!" Spider-Ham shouted as he punched another of Karn's soldiers square in the face before then making his way towards another one, who also went down in short order. "Betcha didn't think I'd give you a good licking huh? Didn't think I had the right stuff did ya? Well I sure showed y-"

Spider-Ham was cut off when the alternate Lizard surged forwards towards him. Spider-Ham turned around and let out a squeal of terror right before the Lizard clamped down on his head, taking it right in his jaws. There was a loud, sickening crunching sound before the Lizard then went at the rest of Spider-Ham's carcass, becoming heedless to the rest of the battle as he the predator indulged himself on his first ever helping of pork.

"They're too well organized!" one of the black costume Spider-Men shouted as he kicked back another of Karn's soldiers before adding: "Too many of them and not enough of us…"

"No, it can't end like this! Retreat!" Superior Spider-Man said as what few of his octobots that had not yet been destroyed provided covering fire. "We _can't _lose everything here!"

"Spider-Strange!" American Spider called out as he blocked more bullets with his shield. "We're falling back. We need an evac immediately!"

At this, Spider-Strange shouted out to American Spider as he continued to trade projectiles with the Dark Daemon. "I cannot return you to my Sanctum Sangtorum, for that will prompt Karn and his minions to pursue, robbing of us our last sanctuary. I will have to send us to a different Earth altogether. A random one that Karn's followers will not be able to pinpoint immediately."

"Don't much care at this point." American Spider said before dodging a sword-slash from an alternate version of the Taskmaster and then slamming his shield into his face so hard he cracked his skull mask and knocked him backwards. "...I think most anywhere is better than here at this point."

"Tell all of the remaining spiders to group together." Spider-Strange said as he dodged a hellfire bomb from the Dark Daemon and then retaliated with a magic blast of his own. "...otherwise, I won't be able to teleport all of you to safety."

"Understood." American Spider said with a nod before then ducking under another bullet and shouting out: "Everyone huddle together!"

In the face of American Spider's command, all of the remaining spiders did as they were told, all of them as they did still fighting back the horde of Karn's soldiers and alternate versions of various villains. So much webbing was being shot out in all directions that it left the very ground sticky and difficult for the enemy to traverse, which mercifully slowed their progress considerably.

They still advanced though, and most of the spiders combined their webbing to create one large web-shield that managed to weather the continued barrage of bullets. So many shots hit it that the web-shield began to falter, but as it did, a mystical aura surrounded all of the spiders, and then they vanished.

"Bugger, they got away…" Boomerang muttered as he staggered to his feet.

"It does not matter." Karn's clone said coldly. "There is no where in the multiverse they can hide from me."

_Earth 6765_

No sooner had the energy field dissipated did the Superior Spider-Man shake his head: "That was a complete disaster."

"For once, I think you and I are in agreement." American Spider said, shaking his head as he did. "It was an ambush. They were waiting for us, knew we were coming, and worst of all, they know how to negate our Spider-Sense."

"Now what are we going to do?" asked Ultimate Spider-Man before then pausing and looking around.

"...hey wait a minute: where are the others?"

American Spider and Superior Spider-Man stopped to look around, and saw that besides them and Ultimate Spider-Man, the only others with them were the Six-Armed Spider-Man, Earth 558 Spider-Man, Spider-Man 2099, and Noir Spider-Man.

"...they must have been transported somewhere else." American Spider deduced. "Only question is, where?"

"Well, we can't worry about that right now." The Superior Spider-Man said coldly. "Right now we need to cut our losses, remobilize, and find a more stable and defensible position. We're sitting ducks out in the open like this."

"Agreed." American Spider said, before adding: "But remember who's in charge here Otto."

Superior Spider-Man scoffed. "Don't be so presuming you idealistic fool. It was under _you_ that we got ambushed and thrashed by Karn and his forces. I find myself questioning your effectiveness as a leader in light of that."

"It was an ambush. And none of us could have predicted that they'd find a way of countering our Spider-Sense. You think I'm not upset by the good men we lost back there? Because I am. Right now, we need to stick together." He turned to Spider-Man 2099 and Ultimate Spider-Man. "Miles, Miguel, scout ahead and figure out where we are."

The two Spiders nodded and then exited the warehouse the group of spiders had ended up in. They weren't out for very long before they came back inside.

"You guys will want to see this." Ultimate Spider-Man said, though the tone in his voice suggested they really didn't. Nevertheless, the other spiders exited the warehouse and walked out onto the pier it sat on.

And then they saw what this world's version of New York was like.

Lying there, as a smoldering, demolished ruin, was the Statue of Liberty, and off in the distance, banners displaying the logo of Hydra could very clearly be seen as helicarriers remained positioned above the city at all times. Flames rose from what the spiders realized was the Baxter Building, and the Hydra symbol adorned the front of what was supposed to be Avenger's Tower, a skull with snakes coming out of it in place of the Avenger's "A".

"The maniacs, they blew it up…" Six Armed Spider-Man noted as he stared at the ruined Statue of Liberty in horror.

"Well…" Superior Spider-Man said in both a dry and bitingly acidic tone: "...it would seem our situation has not improved all that much."

_Earth 7853_

"Ugh, my head…" Spectacular Spider-Man said, rubbing it. "Feels like I went on two roller coaster rides at once. I don't think I'm ever going to get used to those teleportations."

"Better than having Karn's spear lodged in your chest." Kaine said matter-of-factly.

Spectacular Spider-Man nodded. "Yeah, there is that. Poor other me…"

"Damn idiot got brought to his knees by some stupid broken glass." Kaine said bitterly. "He was pathetic."

"He was still one of us." the black costumed Spider-Man said angrily. "And he wasn't the only one we lost either."

"A guy with a paper bag over his head and a talking pig...my heart's not exactly bleeding here."

Black costume Spider-Man sighed and shook his head. "Just our luck, we recruited a sociopath."

"Uh, this may be a bad time to point this out, but we seem a few Spider-Men short." Black Cat said, getting the attention of the other spiders, who all looked around and indeed saw far fewer spiders than they wanted. Besides himself, Black Cat, and Kaine, 763 Spider-Man saw only five others: Azure Spider, one of the two black costumed Spider-Men, the Bruce Banner Spider-Man, the Spectacular Spider-Man, and the armored SHIELD agent with the jetpack that they'd only just recruited.

"Where the hell are the others?" Azure Spider wondered aloud.

"They must have been transported to other realities…" Bruce Banner Spider-Man observed as he looked around. "...or at least that's my best guess."

"So now we're separated too." Kaine observed bitterly before adding sarcastically: "Perfect. At this rate we might as well get around to deciding what we want our tombstones to say."

"It's not over yet." 763 Spider-Man said before turning to face Bruce Banner Spider-Man: "Can you make another gamma radiation solution?"

"With the right materials, yes, but I don't think they're present here…"

"Where _is _here anyway?" Black Cat wondered aloud as she looked around. "Looks really...clean."

Indeed, the world facing the group was a metropolis that's buildings were equal parts sterling silver and immaculate white. Cars flew by the skyline, and the pedestrians that walked about on the streets the roof the spiders were on overlooked looked perfectly content.

"You are in _my _world." came a voice that echoed and sounded quite severe, but also familiar. Looking up, the small group of spiders (and Black Cat) saw a figure that's little bit of Spider-Man's mask (along with his familiar build and voice) gave him away as the Spider of this world.

However, his overall look was vastly different. It was almost entirely white save for the arms, upper chest, and head, which were all a dark royal blue and upon closer inspection featured in them white designs and what looked almost like small stars in the night sky. His eyes were white, monochromatic, and glowing with cosmic power, and his hands were consumed in bright light as well. Just by looking at him, the group could tell he was powerful and meant business.

"State your business immediately." the Spider-Man said as he descended fully. "Or there will be...trouble."

763 Spider-Man held up his hands. "Easy other me, we're not here to fight or cause trouble. I'm you from another world, and me and my friends are on the run from a force out for our heads…"

"Ah. So then the crisis has finally come to my world…"

"Wait, wait: you know?"

The other Spider-Man nodded. "Of course I know. My powers are such that I am aware of events beyond my native reality. I could not directly interfere though because, like another version of myself with my powers, one who has already fallen in battle, if I were ever to leave here I would lose the immense power I possess. The power of Captain Universe."

"Nice name." Spectacular Spider-Man admitted.

"So...you're basically me on steroids?" 763 Spider-Man questioned.

"More than that. I am among the very most powerful versions of you in the entire multiverse, rivaled only by other versions of me who have the Uni-Power and also the one who has the powers of Sorcerer Supreme. And in light of the recent passing of one such other Captain Universe Spider-Man I am now one of an even smaller minority."

"So, just to ask the obvious: while we're here, we're safe from the Inheritors right?"

"Not as much as you'd like. Should the Inheritors attack this place, I will surely fall as readily as the other Captain Universe Spider-Man who died. If only one Inheritor laid siege to this place, I could probably lay them low, but do not count on me for total, unceasing protection. This war must be won, not waited out."

"We already knew that much." the black costume Spider-Man said before asking: "But you can still help us, right?"

Captain Universe Spider-Man nodded. "I will do what I can. Remember though that my powers are restricted to this world. I cannot leave here _and_ retain the Uni-Power. But I can do my best to protect you all while you're here."

"Well…" 763 Spider-Man said, smiling behind his mask. "...it looks like our fortunes just improved quite a bit."

_Earth 53610_

"Is everyone alright?" Spider-Strange asked as he and the other spiders got their bearings once more.

"Yeah, we're fine." Gwen Stacy Spider-Woman said before looking around and adding: "...those of us that are here anyway."

"Where are all the others?" Scarlet Spider wondered aloud.

"Damn. Teleportation spell must have gone wrong. The others have been sent to different Earths altogether." Spider-Strange shook his head. "A rookie mistake...or tampering. Thought I felt the Dark Daemon's foul spellcraft trying to counter with my spell…"

"So what now?" Scarlet Spider asked. "What about the others?"

"On their own for right now I'm afraid. Pinpointing their exact position in the multiverse will take time. And we also need to figure out where exactly _we _are."

"Doesn't look too bad honestly…" Scarlet Spider said, looking out at the town in front of them as they did. "Looks like a normal, unassuming Forest Hill Queens."

"Well, looks can be deceiving." Silk said. "I agree with the sorcerer. We should remain cautious."

"...there is a bit of good news though." Spider-Strange said. "I'm sensing the presence of this world's spider-totem very close by. It shouldn't take too much on our part to find them."

"Wonder who it will be?" the Spider-Man married to Silk said.

-X-

Spider-Girl smiled behind her mask as she stood over the defeated and battered Jack O'Lantern triumphant. Jason Macendale had been the last name on her hit-list, and now he was down for the count and ready for a cell on Ryker's Island alongside the likes of Shocker, Vulture, and Kraven the Hunter.

Spider-Girl kept up her smile as she swung off and back towards her Forest Hill home, the usual thrill and rush of adrenaline accompanying her all the way as long, dark hair trailed behind her. Her mask only covered her face, leaving her hair and forehead exposed. Spider-Girl wasn't concerned about this, since it wasn't like any street tough with a gun was ever going to shoot her. Not with her agility.

_And if one of them ever did, I doubt a thin line of cloth would do much in the way of protection. _Spider-Girl thought as she continued to swing back into Forest Hill. Ducking behind one building, she changed out of costume and back into her street clothes. Then, she emerged from the building and walked the rest of her way to her house. Now, she was not Spider-Girl. She was Rachel Kislanski, the charming girl next door who no one knew was really a superhero, and who was about to be facing down her greatest battle yet.

**Author's Note: Well, that certainly turned out a LOT longer than I thought it would. And along with the extra length, there's A TON of trivia this time around, so let's get started…**

**Here's the thing with my Spider-Verse tie-in: there are multiple versions of different alternate Spider-Men. To explain this statement, let me mention the Spider-Man Unlimited video game that is itself a tie-in to Spider-Verse same as my story. The Spider-Man 2099 of that story is not the same as the one in Spider-Verse or the 2099 comic books. Similarly, there are other versions of Spider-Man 2099 out there, not just the "main" one from Earth 928. Similarly, there are multiple versions of other alternate Spider-Men in the multiverse, such as multiple versions of Miles Morales, multiple versions of Noir Spider-Man, and so forth. Ergo, the Miles Morales, Noir Spider-Man, and others that you see here are not the "main" versions. The Spider-Man 2099 is not the Earth 928 version, the Miles Morales Spider-Man is not the 1610 version, etc. Just wanted to clarify that. All of the Spiders you see here are from Marvel Earths that don't officially exist...yet.**

**As for the Spiders themselves, Spider-Man 2099, Miles Morales, and Noir Spider-Man are three of the more well known and I already gave some info on Silk. For the others, read on:**

**Gwen Stacy Spider-Woman is a breakout character introduced for Spider-Verse and now quite beloved. Her world's Matt Murdock is indeed a stooge for the Kingpin, and thus my alternate version of Gwen Stacy Spider-Woman has Daredevil as part of his rogue's gallery.**

**Ben Reilly being still alive and still being a Spider-Man was also a concept introduced in Spider-Verse, and this is just an alternate version of that Ben Reilly (who is from Earth 94).**

**Bruce Banner Spider-Man first appeared in Marvel Bullet Points, with the one here being an alternate version of him. In the actual Bullet Points story, Peter Parker did indeed become the Hulk, only to be killed by Galactus. However, his death did inspire the Silver Surfer to turn on the big G. Tragically, Banner Spider-Man was killed early in Spider-Verse. But hey, at least this alternate version of him is still alive.**

**The Six Armed Spider-Man is another casualty of the actual Spider-Verse event. The one here is an alternate version of him with the same backstory. More specifically, Six-Armed Spider-Man comes from one of the best What If…? issues ever (in fact my second favorite) where Spider-Man never lost the four extra arms he had for a time in 616. It actually wound up working to his advantage though because it made him better in a fight and got him greater acceptance from the public when they saw how he continued to do good in spite of his now bizarre appearance. In all, one of my very favorite alternate Spider-Men, so I was definitely willing to make an alternate version of him that's still alive.**

**The Earth 7832 Spider-Man is an alternate version of the one from the Spectacular Spider-Man cartoon, who couldn't be used in the actual Spider-Verse due to Sony owning the rights to the show.**

**The Crimson Bands of Cyttorak are an actual ability of Doctor Strange's, and they are used to bind and restrain, as well as serve as a kind of force-field in a pinch. Very nifty power.**

**Karn's soldiers are based off of the Sinister Soldiers from the Spider-Man unlimited game. In fact, I will likely emphasize next chapter that that's who they are.**


	8. Interlude

**Author's Note: Just a little something I decided to include as a fun little interlude before we get to the end of the Spider-Verse tie-in and also the halfway point of the story. Gives a little bit of extra insight into the different Spiders being used in my story. Enjoy!**

**American Spider's notes on his fellow Spiders**

**Spider-Strange**

Real Name: Peter Parker

Earth of origin: 53287

Attributes:

§ Master of the Mystic Arts; powerful

§ Well-versed in fields and realms of knowledge I don't pretend to understand in the slightest.

§ No sense of humor

**The Spider Couple**

Real Name: Peter Parker (Spider-Man) and Cindy Moon (Silk)

Earth of origin: 53347

Attributes:

§ Effective duo; marriage clearly enhances their working relationship and fighting proficiency

§ Prefer a strategy of tag-teaming opponents and also using a speed-blitzing battle style.

§ Often sent out together on recovery missions.

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 761

Attributes:

§ Older Spider-Man than most, with many years of experience under him.

§ Strong-willed and as good as his years would suggest; dependable agent.

§ Married twice over. Has lost more than most of us, and as such prefers to not let others get too close with the exception of his second wife.

§ Fiercely protective of remaining family. Threats directed against relatives (especially wife) elicits violent response.

**The Superior Spider-Man**

Real Name: Otto Octavius

Earth of Origin: 9853

Attributes:

§ Intelligent and resourceful, but also arrogant and condescending.

§ Outfitted with small arsenal of different hi-tech gadgets and weapons, including harness with mechanical spider limbs.

§ Demands respect he doesn't earn; selfish

§ Complete willingness to kill

§ Allegedly declined membership into his version of the Avengers because he saw the team as "fools".

**Noir Spider-Man**

Real Name: Peter Parker

Earth of Origin: 9453

Attributes:

§ Bad temper; requires a cordial tone when speaking to him

§ Willingness to kill

§ Carries a firearm as a result of the above

§ Uncompromising view of world means few if any criminals and evildoers get any sympathy out of him. Possessed of a somewhat extreme and black and white view of the world.

**Spider-Man 2099**

Real Name: Miguel O'Hara

Earth of Origin: 95329

Attributes:

§ Possessed of some powers most of us don't have, such as those claws of his.

§ Hails from a world farther along in it's timeline than most of ours.

§ Cynical and tactless; tends to assume the worst.

**Spider-Woman**

Real Name: Gwendolyne "Gwen" Stacy

Earth of Origin: 94555

Attributes:

§ Young but competent

§ Hunted by the police of her Earth, including her father

§ Highly intelligent and quick-witted

§ Sensitive to criticism

**Spider-Man**

Real Name: Benjamin "Ben" Reilly

Earth of Origin: 93653

Attributes:

§ Clone of his world's Peter Parker

§ Committed to the task at hand; reliable

§ More reserved than most of us. At times seems almost withdrawn

§ Seems to have inherited his Peter Parker's intellect and fighting ability in addition to his powers, moral compass, and memories. In the case of the latter he has become quite adept at separating his own experiences from Peter's.

**Spider-Man**

Real Name: Robert Bruce Banner

Earth of Origin: 96653

Attributes:

§ Became his world's Spider-Man instead of Peter Parker, who became the Hulk.

§ Fairly new to the superhero life. Insecure.

§ Expert in Gamma radiation and other fields of science; recommend having him as a consultant for different possible strategies for stopping the Inheritors.

**Six-Armed Spider-Man**

Real Name: Peter Parker

Earth of Origin: 96553

Attributes:

§ Four extra arms that he never lost due to the premature death of his world's Michael Morbius, the only person who could have cured him.

§ Mutation has actually improved his life according to him; he has greater acceptance from his world's public due to their admiring how he keeps fighting in spite of his now bizarre appearance.

§ Deeply committed to the life of a superhero, even moreso than most of us. Optimistic and strong-willed, as well as a skilled fighter thanks to his extra arms. One of our best.

**Ultimate Spider-Man**

Real Name: Miles Morales

Earth of Origin: 95753

Attributes:

§ Fairly new to the game; replaced his world's Peter Parker after the latter's death.

§ Possesses some powers most other Spider-Men do not, such as nerve-toxin stingers and temporary invisibility. Reluctant to use the former in combat and has little control over the latter as of yet.

§ Friendly and eager to please and impress; compassionate.

**Spider-Man:**

Real Name: Peter Parker

Earth of Origin: 953376

Attributes:

§ Pushover; easily controlled by his emotions due to being overly angsty.

§ Allegedly comes from a world where his Mary Jane had a clone with Hydro Man's powers and is tirelessly searching for the genuine article.

§ Obsessed with dimensional portals

§ Afraid of broken glass

**Kumo (Ninja Spider-Man)**

Real Name: Unknown (Refuses to divulge it)

Earth of Origin: 4553

Attributes:

§ Quiet and anti-social; not good for conversation

§ Willingness to indulge in (and indeed quiet proficient at) killing

§ Skilled hand-to-hand fighter and melee weapon wielder

**Bombastic Bag Man**

Real Name: Peter Parker

Earth of Origin: 9933

Attributes:

§ Recently freed himself of the Venom Symbiote; without a spare Spider-Man costume at the moment.

§ Removed "Kick Me" sticky-note on his back that he claims was placed there by his Johnny Storm.

§ Bemoaning his current situation.

**Spectacular Spider-Ham**

Real Name: Peter Porker

Earth of Origin: 1153

Attributes:

§ Impulsive and reckless; recommend he be partnered with more level-headed Spider.

§ Bizarre sight to be sure; dislikes attention being called to him on this front (do not bring up in conversation).

§ Low self-esteem

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 558

Attributes:

§ Married to his world's Gwen Stacy; came out of retirement only fairly recently to combat threat to his world.

§ Less experienced than most of us but still competent

§ Strong ties to Captain America but no formal team affiliation. According to him, there are no Avengers on his Earth.

**Spectacular Spider-Man/Young Spider-Man**

Real Name: Peter Parker

Earth of Origin: 7832

Attributes:

§ Young and relatively inexperienced but learning fast

§ Upbeat and easygoing; good sense of humor and capacity for levity even in the thick of action.

§ Still in High School

§ Easily distracted; unable to effectively set priorities and stick with them.

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 763

Attributes:

§ Hails from a world with more than one Spider-Totem, itself a rarity.

§ Experienced and skilled; highly adept close quarters fighter. According to him he is working with Shang-Chi on refining his Spider-Sense so as to be able to predict his opponent's moves before they make them.

§ Sardonic sense of humor; enjoys rhetoric of criticism and objection. Also very free with his opinions and not afraid to judge others.

§ Fiercely protective of his world's Black Cat, with whom he is romantically involved.

**Scarlet Spider**

Real Name: Benjamin "Ben" Reilly

Earth of Origin: 763

Attributes:

§ Clone of his world's Spider-Man

§ More reserved and calm than his counterpart, but still possessed of a dry and matter-of-fact sense of humor.

§ Casual and laid-back; not likely to get emotionally worked up.

**Kaine**

Real Name: N/a

Earth of Origin: 763

Attributes:

§ Clone of his world's Spider-Man

§ Anti-social and violent; possibly a sociopath

§ Brutal and to-the-point fighting style. Favors results over aesthetics (and restraint).

§ Loose cannon; recommend careful monitoring

**Spider-Woman**

Real Name: Jessica Drew

Earth of Origin: 763

Attributes:

§ Possess powers most Spider-Men do not, including flight and high voltage "Venom" blasts.

§ Competent and intelligent, with many years of experience

§ Knows how to follow orders, but only from people she respects (luckily, that seems to include me).

§ Sensual and highly attractive; this in conjunction with pheromones causes most men to become deeply infatuated with her. She seems to lament this.

§ Lacks tact; enjoys finding fault in others.

**Ezekiel**

Real Name: Ezekiel Sims

Earth of Origin: 763

Attributes:

§ The spider before his world's Spider-Man. Old but spry.

§ Cynical

§ Unused to risking his life for the well-being of others; potential problem in combat scenarios.

§ Largely humorless, with the exception of his fondness for occasional light mockery of others.

**Azure Spider**

Real Name: Michael (No given last name)

Earth of Origin: 765

Attributes:

§ Emotionally distant; growing up in dystopian future without parents has left him scarred and with difficulties in getting close to others.

§ Carries wide range of offensive gadgets and weaponry; willing to kill.

§ Hardened to death and destruction; likely in need of treatment for PTSD.

§ Poor temper; does not respond to orders and commands well.


	9. Spider-Verse Part III: Spiders United

Chapter 8: Spider-Verse Part III: Spiders United

_Earth 6765_

"Holy crap...looks just like my New York after Static Day…" 558 Spider-Man said as the group of spiders looked out at a New York brought to it's knees by Hydra.

"Everyone stay close and follow my lead." American Spider said. "I've been fighting Hydra from the very beginning, and this one seems to be little different from mine. That means I know how they think."

"And what of their hardware? What if it's more advanced and sophisticated than the Hydra of your Earth's, what then?"

American Spider turned to Superior Spider-Man: "There's only one way to find that out. And either way we can't just stay here. We need to find a way off this Earth, and staying in this warehouse doing nothing isn't it."

"So we charge right into a warzone?" Superior Spider-Man asked incredulously.

"You can still fight can't you?" Noir Spider-Man said, interceding. "We're fighters, all of us. It's what we do. Why run now?"

"Noir Spider-Man's right. While I don't condone us having _no _plan, that doesn't mean we're not going to stand and fight this. And while we're at it we'll see if we can't find anyone else who can stand by us."

Superior Spider-Man shook his head but said nothing further. Tempting as it was for him to keep arguing, he was still more self-aware than the others would give him credit for. And he knew that at the moment American Spider was the one in good standing with the others and not him. So it was that he would have to relent, and allow American Spider to keep leading, even if it was right towards disaster as far as Superior Spider-Man was concerned. So it was that the group of spiders made their way out of the warehouse once again and off into the Hydra-besieged New York. As they ran past the ruined Statue of Liberty, Six-Armed Spider-Man turned to it and said: "Don't worry Lady Liberty; we'll give these Hydra clowns one for you."

_Earth 7853_

With their now having a reprieve from the battles with Karn's clone and his forces, the spiders stuck on Earth 7853 took the opportunity to relax a bit, and for location chose the headquarters of Captain Universe Spider-Man, which, 763 Spider-Man noted, was exactly where the _Daily Bugle _was in _his _reality.

"Remodeled this old place into my base of operations." Captain Universe Spider-Man explained as he led the other spiders inside and showed them around. "After old Jameson died and the newspaper business continued to go down the toilet they let go of it. I took control of it after that. Most of the people who worked here still do though, just doing...different things."

"Like?"

"Well, mostly they help alert me to disturbances happening nearby. My cosmic-enhanced spider-sense is powerful to be sure, but I'm not omniscient. And at times such as this when I'm keeping on the alert regarding something else it pays to have additional information."

No sooner did Captain Universe Spider-Man say this did a woman walk up to him, a woman that 763 Spider-Man realized was the Betty Brant of this world.

"Captain, there's a disturbance in Central Park."

"Thank you Betty." Captain Universe Spider-Man said with a nod before turning to the other spiders: "I can handle it if you want. There's no need for any of you to do it if you don't want to."

"Nah, I could use the exercise." Spectacular Spider-Man said.

"Alright then." he turned to Betty Brant. "Any idea on what we're up against exactly?"

"Reports suggest members of the Brotherhood, Captain."

"The Brotherhood?" Captain Universe Spider-Man sighed and shook his head. "Those fools never learn do they? Even after I defeated their leader Magneto they still run around giving their own race a bad name…" he turned back to the spiders. "Threat's less dangerous than I thought. The Brotherhood's lost most of it's teeth at this point. I think you all can handle it without me if you want."

"Well, I'll take you up on that." Spectacular Spider-Man said.

"I think I'll stay here and work on a new gamma radiation solution…" Bruce Banner Spider-Man said, some awkwardness and guilt present in his tone.

"I'll go." Black Cat said, smiling. "What do you want to do Spider?"

"I guess I can tag along too." 763 Spider-Man said.

"I'll come with you." the black costumed Spider-Man said. "I think four should be enough."

Captain Universe Spider-Man nodded. "Agreed. Not many members of the Brotherhood left at this point. I think the four of you should be able to do it."

"Then let's move out."

As the group left the building and swung off, Bruce Banner Spider-Man turned to Captain Universe Spider-Man: "In order to recreate my gamma radiation solution, I'll need a lab and...a few materials."

"Just tell me what you need, and I'll get it for you. Heck, I could probably conjure some things out of thin air. I can...transmute matter, to an extent. Lately I've been working on improving the power. I'm hoping that one day I'll be strong enough to transmute any element I want into any other element." Then, he smiled. "Maybe even create a few new ones while I'm at it."

Bruce Banner Spider-Man said nothing at first, and Captain Universe Spider-Man said: "There's not much else to do around here these days. I'm so powerful that not too many different supervillains can really challenge me anymore, and I've already beaten the ones who could, either alone or with others. So experimenting with my powers tends to be how I pass the time nowadays."

"Sounds like something out of a science fiction book, but considering my own backstory who am I to judge? Anyway, I need a specific kind of chemical mixer..."

_Earth 53610_

Hidden away from the rest of New York was the lair of the Green Goblin. It was a small, dark, and quiet place, a place filled with weapons and devices and meant as a place where the Green Goblin could retreat and recuperate when needed.

He stared down at the sinister green colored helmet in his hands. The face of this helmet, the manic grin with sharp fangs, the bulging yellow eyes, it was his true face. It was the face that all in New York feared, the face that kept people up at night, and one that haunted the darkest parts of their mind just as it did his own.

And it haunted one person in particular. His arch-enemy, Spider-Girl. She had been the single biggest thorn in his side ever since he first appeared. And despite his best efforts she simply could not stay dead.

"And to think, I offered the ungrateful little brat friendship. And she rejected it. That simply won't do."

"You. Goblin."

The Green Goblin turned about and saw Karn's clone staring him down.

"How did you get in here!?" the Green Goblin demanded before adding: "No matter. I'll just show you the door, and mount your head on my wall while I'm at it!"

But before the Green Goblin could do either of these things Karn's clone surged forwards and with a single blow sent the Green Goblin flying backwards and smashing into a wall full of various weapons, knocking them all to the ground.

"Down, dog. I seek not your death. Rather, your loyalty."

The Green Goblin cackled defiantly. "The Green Goblin is beholden to no man!"

"You'll want to take this offer. If you do, then you will at last be able to rid yourself of your arch-nemesis."

"You mean Spider-Girl?"

Karn's clone nodded. "Yes. Join me and she will die, along with all others like her."

Green Goblin raised an eyebrow. "Others?"

-X-

"I have to admit, I don't fancy our odds against Karn's clone the next time we run into him." Silk said as the spiders put some distance between themselves and the Forest Hill Queens neighborhood that Spider-Strange said this world's spider-totem resided in. Until such time as they were ready to recruit him or her they wanted to keep out of sight. In the meantime, they made camp in the woods overlooking the neighborhood.

"...now that even our spider-senses don't work we're at a serious disadvantage."

"I'm still wondering how he was able to do it in the first place. You don't just negate the spider-sense. That takes someone who's known us long enough to find some way of countering it. And even with that knowledge concocting something to do that is no small feat either. My money's on Doctor Octopus. _A _Doctor Octopus anyway."

"I'm more curious as to how exactly Karn's doing it." the Ben Reilly Spider-Man noted. "If we figure that out we may be able to find a way of overcoming it."

"By the time we do that, Karn's clone will already be on top of us again." Silk pointed out before turning to Spider-Strange: "It's only a matter of time before he and his forces come here. If we're going to recruit this world's spider-totem, we should do it sooner, not later."

"Agreed." Spider-Strange nodded before turning to Silk's husband. "You're with me. Let's not hit whoever the spider here is with all of us at once."

The Spider-Man married to Silk nodded. As this was happening, Scarlet Spider made his way over to Spider-Woman as she looked over her shredded glider wing. The superheroine let out a deep sigh as she looked at it.

"Sorry about your wing." Scarlet Spider said before adding: "Maybe Spider-Strange can fix it."

"If he ever gets around to it." Spider-Woman said before shaking her head. "Until he does I'm grounded. Flight without proper steering is useless. Still, I suppose that in view of what happened to some of the others I should be counting myself lucky the wing was _all_ I lost…" she trailed off for a moment before turning to face Scarlet Spider: "...thank you, by the way. For saving my life I mean."

Scarlet Spider smiled behind his mask. He was tempted to remind her of the coldness she'd shown him earlier, but he knew better and said instead: "You're welcome. And thanks for returning the favor. I'd have probably been a spider-kebab if you hadn't been there to blast Karn's clone with those...what _are _those green beams of energy supposed to be anyway?"

"Venom blasts." Spider-Woman explained before adding: "I may be called Spider-Woman but my powers are very different from my male counterpart's. In fact, now that I think about it the two of us have almost no powers in common at all. But I actually kind of prefer that. I'm not just some female knock-off to him. I'm my own woman, capable of standing on my own merits."

"I can respect that." Scarlet Spider admitted with a nod before adding: "As you can see, I'm not quite like that. I can stand on my own, but...let's just say there wouldn't be a Scarlet Spider without Spider-Man. So I do admire you, for being able to have your own legacy all to yourself."

"...there's no need for you to be self-deprecating. You're a good man."

"Thanks." There was a pause before Scarlet Spider added: "My name's Ben by the way. My real name I mean."

"Jessica."

"That's a nice name."

Spider-Woman nodded, and then privately sighed. She hoped her pheromones weren't at work again. She never could seem to control that power of hers, and it always made her question just how much friendliness any man showed her was genuine or just because of the lustful attraction her pheromones inspired.

Elsewhere, some of the other spiders also conversed, in particular Ben Reilly Spider-Man and Gwen Stacy Spider-Woman.

"So you got your powers not that long ago, correct?"

Gwen Stacy Spider-Woman nodded before saying: "Yeah, that's true. I'm still pretty green. I think I'm getting the hang of the superhero thing pretty fast though. I've sort of had to. The bad guys don't just wait for you to be ready after all."

"I know that." Ben Reilly Spider-Man said with a nod. "I've been fighting ever since I first came out of the cloning vat. I'm just glad it's actually yielded it's own rewards."

"Like?"

"Well, I've gotten acceptance where I'm from. That always eluded Peter when he was Spider-Man...and I may or may not be starting up a new business."

"Business?"

Ben smiled behind his mask. "Hey, I have to do something when I'm not swinging around in the red and blues. And while I could probably watch episodes of _Sherlock _all day and never get bored, I figured I still needed to pay the bills as well."

"Okay, point taken." Gwen Stacy Spider-Woman said before adding: "...I'm not exactly accepted where I'm from. In fact the police are hunting me. They think I'm a murderer."

"Oh. Who do you think they killed?"

"My world's Peter." Gwen explained. "He became a lizard monster and then died fighting me. But I didn't kill him! I swear..."

"Calm down, I believe you. But no one on your Earth did."

Gwen shook her head. "No, no one. Not even my father."

"Does he...?"

Gwen nodded. "Yes, he knows. It's...it's been an awkward, unpleasant experience."

"I'd imagine."

_Earth 6765_

Upon entering New York itself, the group of Spiders could see plainly just how bad the situation truly was: fires raged, buildings had been smashed or blown out, cars overturned, people lay dead or dying in the streets, and rows upon rows of Hydra soldiers were marching up and down every street, which prompted most anyone in the vicinity to turn tail.

"What happened to allow Hydra to succeed like this?" American Spider wondered aloud as the group of spiders continued to move through New York. Eventually, they saw a group of Hydra soldiers run into a nearby building. Gunshots rang out and dying screams could be heard. Then, the Hydra soldiers dragged out a young man and woman. The man got a rifle butt right to his face, which drew blood and knocked him out. The woman got a handgun aimed at her head.

But before the Hydra agent could fire, American Spider hurled his shield with such force he not only downed the Hydra agent but sent him flying backwards. The other nearby Hydra agents looked up just in time to see a red, white, and blue blur leap down towards them and then lay into them with the full force of his martial arts mastery.

Seeing the commotion, other Hydra agents ran in to join the fray, but these ones soon came under assault from Ultimate Spider-Man, Spider-Man 2099, and Noir Spider-Man, the latter of whom also being content to just shoot the Hydra agents with his gun until he saw that their kevlar armor stopped his 30s handgun shots. Undeterred, Noir Spider-Man entered into melee combat and helped his fellows beat up the last of the Hydra agents. As the last one fell, American Spider walked over to the woman.

"It's alright miss. We're here to help."

"You...you look like Captain America…"

"That's because I'm a sort of one miss. _And_ also a Spider-Man."

"S-spider-Man?" the woman asked, and her tone became one of greater fear. As did her demeanor.

"Well, it looks like we're as unpopular here as we are in our native worlds." Spider-Man 2099 noted cynically as he looked around for any more Hydra agents.

"Superior Spider-Man, can you piggyback any of Hydra's comm signals?" American Spider asked.

Superior Spider-Man nodded before placing a clawed finger to the side of his mask. "Tuning the radio inside my mask right now. Scanning...well, this is interesting. It seems that there's to be some grand execution event in Times Square. A 'Baron Strucker' is leading it."

American Spider frowned behind his mask. "I've fought _him_ plenty of times before too. And ordering a mass execution is exactly what my world's Strucker would do. We need to move out now."

"The place will be crawling with Hydra agents…"

"A small number of us just beat over a dozen of them right here. I think we can handle a few dozen more. And I'm not letting Strucker shed any more blood."

Superior Spider-Man sighed. "This is no time to play the righteous crusader. We need to look at the big picture…"

It was then that Ultimate Spider-Man spoke up: "I agree with American Spider. We're not leaving here anytime soon anyway. We might as well do what we can to help out. I say we stop the execution."

American Spider nodded. "Good to see I have at least one supporter."

"Make it two." Six-Armed Spider-Man said, stepping forward.

"Three." 558 Spider-Man added, with Noir Spider-Man soon chiming in as supporter number four. At this, Superior Spider-Man sighed. "Alright fine. But if we're going to throw away our lives, let's at least do it with _some _strategy. I have a plan…"

_Earth 7853_

"Free Magneto!" the leader of the Brotherhood radicals shouted as he raised a fist into the air. "Free Magneto and end human oppression!"

As the lead radical shouted this, a small group of Mutants took to causing destruction wherever they could and clashing with the police forces that came out to meet them. Jets of fire from Pyro that were then morphed into giant burning claws slammed into the police and their vehicles both, lighting them ablaze and prompting the police forces to fall back. As this happened, the Toad leaped over one police car and right at one of the fleeing cops, kicking him to the ground and then hammering his fists down on the man's helmeted head, all the while giggling and cackling with sadistic glee.

At least until he saw who was coming his way.

"Back away gruesome. Cops are your friends, not a kiddie-ride."

As Spectacular Spider-Man said this, he fired out some webbing to force Toad to fall back. Spectacular Spider-Man was soon on him though and began engaging the Toad up close and personal, dodging when needed to evade the globs of green that he spat out of his mouth.

"Okay, that's got to be the absolute most disgusting thing I've ever dodged…"

Meanwhile, Black Cat and the two other Spider-Men dropped down to confront the ringleader of the Brotherhood radicals, who 763 Spider-Man spoke to directly: "Look pal, I can appreciate the First Amendment as much as the next guy, but when you start setting things on fire, it's time to tear the soap box down."

"Human oppressors! Pawns of the xenophobic regime!" The man turned to Pyro. "Cleanse them with your holy fire brother John!"

Nodding, Pyro turned to face the spiders and unleashed jets of flame in their direction. Black Cat and the two Spider-Men avoided it, with 763 Spider-Man then going after Pyro directly and firing webbing right at him. Pyro created a shield of fire that burned the webbing as it impacted, and 763 Spider-Man dived to one side to avoid Pyro's retaliatory attacks.

"Brother Victor, Sister Yuriko, vivisect the oppressors!"

At this, two figures that Black Cat and 761 Spider-Man identified as alternate versions of Sabertooth and Lady Deathstrike burst forth, claws extended. Lady Deathstrike darted towards 761 Spider-Man while Sabertooth all but pounced on Black Cat. Both heroes managed to move out of the way in time, with them each then engaging the villain that struck first. Sabertooth tried to slash at Black Cat's head, but she avoided him easily.

"That's not going to do it." Black Cat said as she avoided another claw swipe from the villain, who snarled before going at her again. And once more, Black Cat avoided him.

"I thought you were supposed to be _fast_ Sabertooth." Black Cat taunted. "But at this rate I could avoid you wearing my old catsuit."

761 Spider-Man found himself similarly at ease dodging the attacks of his opponent, ducking, side-stepping, and back-stepping when needed to keep Lady Deathstrike's claws from tearing into him. He didn't even do this for very long before deciding to do to Deathstrike a little something not totally unlike what he'd once done to his Wolverine…

Back-stepping to avoid the next attack of Lady Deathstrike's claws, 761 Spider-Man followed it up by shooting a web-line that stuck on one end to Deathstrike's right arm and then on the other end a building to her left. 761 Spider-Man then did the opposite with Deathstrike's other arm, before then leaping over Lady Deathstrike's head, shooting out some webbing at her legs, and pulling before then sticking the other ends to a nearby car that 761 Spider-Man had landed on. Lady Deathstrike was now held up by the four web-lines and effectively immobilized.

"Pyro! Free me at once!"

But before Pyro could do this, 763 Spider-Man darted towards him again, which in turn prompted Pyro to strike out with another fire attack that 763 Spider-Man dodged. This in turn left Pyro vulnerable to an attack from behind by 761 Spider-Man, who kicked Pyro forwards and into the path of 763 Spider-Man's red gloved fist, which hit him hard enough to shatter his goggles' lenses and knock him out.

As all this was happening, Black Cat was delivering strikes to Sabertooth when she could, and dodging all of Sabertooth's own attacks when necessary. Incredibly, Black Cat found herself able to parry or dodge all of his attacks successfully, and found her own attacks connecting almost every time instead of being countered. The fact that Sabertooth also seemed to be staggering rather than quickly recovering from every attack was also suspicious.

_Thought this guy was supposed to have a healing factor…_

Sabertooth lunged forwards, but Black Cat dived to one side. Sabertooth tried to grab her leg but Black Cat slashed at his arm. Sabertooth's arm snapped back and he roared in pain as the claws of Black Cat's glove cut right through his costume and skin both. But then, rather than heal, his arm remained cut and bleeding.

"So much for the healing factor, huh?" Black Cat asked with a confident smile.

"The what?" Sabertooth responded, clearly confused. Suppressing her own confusion, Black Cat surged forwards and delivered a karate punch square to Sabertooth's jaw. A few follow up moves of Judo origin were sufficient to finally bring Sabertooth down and get him in a headlock. After that, Black Cat applied just a bit of pressure and Sabertooth was down and out.

"...wow. I actually beat Sabertooth. _Me_, beating Sabertooth...just...wow."

"...and _I _just beat slimey the frog here." Spectacular Spider-Man said before tossing the webbed up and subdued Toad to the ground. Now suddenly alone, the ringleader snarled: "Then I will face you all by myself! As long as _one _member of the Brotherhood stands our cause lives on! You cannot silence our voice!"

"Sure we can." Spectacular Spider-Man said before firing a bit of webbing into the man's mouth to gag him. Eyes lighting up with murderous fury, the man threw off his cloak and hood to reveal the helmet, armor, and "A" logo of Avalanche. Next thing the spiders knew, a seismic wave was being sent out in their direction. All of the spiders scattered to avoid it, and as they did, Avalanche advanced.

He didn't get far though before red tendrils wrapped themselves around his body and pulled him back. A few superhuman punches from the source of the tendrils was all it took to bring Avalanche down. Looking out, Black Cat and the three Spider-Men were surprised to see that it was none other than Carnage standing over the defeated Avalanche.

"_That _should keep you down and out for a while…"

"Great, first the Brotherhood bozos, now Carnage…"

Carnage looked up at Black Cat and the Spider-Men. "Thank you for helping to contain the situation. I came as soon as I heard, but I wasn't as quick as I'd have liked. Had you all not been here, who knows what damage these criminals would have done."

"...did I just hear that right? Because that didn't sound _anything _like Carnage…"

"Who's Carnage? My code-name is Antitoxin."

"Antitoxin?"

Antitoxin nodded. "Yes, because I am exactly that to the criminal element. The brass thought it to be an appropriate codename. I thought it was kind of corny personally, but it's grown on me." Antitoxin held out a red taloned hand, the symbiote retracting to expose his human one.

"Agent Bernard Shaw at your service."

"So...you're _not _Cletus Kassady?"

Antitoxin shook his head. "No. I have no idea who that is."

"But you _are _bonded to the Carnage symbiote?"

"Why do you keep referring to it as that? The symbiote doesn't have a name…"

763 Spider-Man sighed. "It's a long story." he said before looking around. "I guess we're done here, aren't we?" he looked back at Antitoxin. "Can you take it from here?"

Antitoxin nodded. "Yes I can. I'll make sure these criminals are carted away in good time. A pleasure working with you, whoever you are. New York can always do well to have more costumed superheroes such as yourselves." As Antitoxin said this, he gave a salute, and 763 Spider-Man noticed that over his right breast was a large white star akin to the one in the center of Captain America's costume.

"Well...I don't know about you guys, but I think I wanna go back to HQ and see how things are doing there."

"You go on ahead." 761 Spider-Man said to his younger counterpart before adding: "...I'm going for a swing." he turned to 763 Spider-Man. "Want to come?"

763 Spider-Man turned to look at Black Cat, who smiled and nodded. "Sure." 763 Spider-Man said.

"Don't worry, I'll be waiting for you when you get back." Black Cat said teasingly before then kissing 763 Spider-Man on the cheek.

"Okay...little awkward."

Black Cat chuckled. "How old are you again?"

"That's need to know only lady."

"That's okay, I can probably guess." Black Cat said with a smile before adding:"Come on junior, let's leave the older yous to their fun."

And then, Black Cat and Spectacular Spider-Man left the scene via grapple-claw line and webbing respectively, and the 761 and 763 Spider-Men meanwhile swung off in a different direction.

"I take it you and your Black Cat are together?" 761 Spider-Man asked off-handedly as he and his 763 counterpart swung through the tall buildings of this alternate New York.

"Yeah, we are. That's why she's here. She wouldn't let me out of her sight."

"That's quite a loyal lover you've got there."

"Well, I _did _almost die. I don't think she wants to lose me again...to be honest I don't want to lose her either."

"I definitely understand that." 761 Spider-Man said with a nod before adding: "When Karn's Clone first came for me and I saw how powerful he was, I was afraid Felicia would die with me. It was a terrible feeling. Especially after I lost Gwen and Mary Jane…"

"Your Mary Jane died?"

761 Spider-Man nodded. "Yes, shortly after we first got together. Killed by the Scorpion as part of my Harry Osborn's insane revenge scheme against me."

"Wait a minute: on _my _Earth, it was the same thing, only, Mary Jane didn't die and I wasn't in a relationship with her. In fact, it was after Scorpion threatened her that we realized we could never make it work and separated…"

"Ah. So then that would be where our Earth's histories diverged, at least where the two of us are concerned."

"Well, if what you're saying is true, I guess it's a good thing MJ and I didn't stay together. I wouldn't have ever forgiven myself if Scorpion or any of my other enemies had killed her…"

The two continued to swing, as they did passing what they realized was this world's Baxter Building going by the large "4" on the top of it. As they passed it, 761 Spider-Man said: "So...on my Earth, Felicia and I eventually got together. We got married. Are you and your Black Cat…?"

"I don't know." 763 Spider-Man admitted before adding quickly: "I don't know if I'm ready or able to take that next big step…"

"Personally, I think you _should _marry your Black Cat. I know marrying my Black Cat gave me happiness I never thought I'd have again after losing Gwen and Mary Jane…"

"She _has _helped me so much, and I do love her a lot." 763 Spider-Man admitted as he and his 761 counterpart continued to swing through the New York of Earth 7853. "...but there are still a few things we need to work out first."

"Whether or not she can accept Peter Parker?"

"No, no we already covered that."

"Need to keep wearing black?"

At this one 763 Spider-Man struggled hard to suppress a laugh before shaking his head and saying: "No, other things. And not all of it is us specifically. Things are a little...hectic, in my world right now. The mood's not exactly good for a wedding."

"Ah. Dark Avengers?"

"How did y-oh, so it happened on your Earth too huh?"

761 Spider-Man nodded. "Yes. Norman Osborn returned, became the Iron Patriot, and for a while everything had gone to hell…"

"Wait, wait: Norman Osborn came back?"

"On my Earth, yes. Ironically, it was the power-struggle between him and Harry that helped bring about the Dark Avenger's collapse. By the end of it all, both of the Osborns were gone for good. And then after that, well...me and Felicia finally decided to make that next step. To officially spend the rest of our lives together." There was a pause before 761 Spider-Man added: "...she's pregnant now."

"Wow. Congratulations."

"Yeah, let's hope I live long enough to become a father." 761 Spider-Man said as he continued to swing, all the while comfortably outpacing his 763 counterpart, who was left amazed with how despite being a little older than him 761 Spider-Man was no less fast. In fact if anything, his age had made him even better. 763 Spider-Man wondered if he would become better with age too and reasoned that he would, at least for a time. Then it would probably start going in the reverse.

"So...do you think it'll be a boy or a girl?"

"We think it will be a boy, but you never know." 761 Spider-Man smiled behind his mask. "Heh, I still remember our trying to figure out what we were going to call him. Wasn't that a fun discussion."

"What did you choose?"

"Well, Mike didn't work. Walter was the name of Felicia's father, but I didn't think that would work for any son of ours. Victor was a no-no too."

"Why's that?"

"Would you name your son after Doctor Doom?"

"Touche." 763 Spider-Man said with a nod as he and 761 Spider-Man finished their swing and stopped on a nearby rooftop. As they did, they looked out at the majestic, dazzling and sparkling metropolis that was this world's New York.

"Really is a beautiful place." 763 Spider-Man noted.

761 Spider-Man nodded. "Yes, it is. Very beautiful. I only wish the child Felicia and I bring into the world could grow up in a place like this."

"Home as is not too good I take it?" 763 Spider-Man asked.

"Well, it's not abysmal. But it's nothing like this place. I mean, you can't even see any litter on the ground, I haven't heard a single police siren all day, Carnage is a good guy here...it's just nice."

"Sort of makes you wonder what you and me could have done with cosmic powers like our counterpart's huh?"

"To be honest, I don't think I'd want that kind of power. I believe it's too much for any one man, at least any one man like me. When Mary Jane died I was so lost. And I almost murdered the man responsible. And I wanted it to hurt too. I wanted him to suffer, not just die. With that in mind, I don't think I'm cut out for those kinds of powers…"

"I feel for ya, I do." 763 Spider-Man said. "It was the same with me when Gwen died. And then I got the symbiote not long after. I almost _became _Venom. Not exactly a bright spot on _my_ resume."

"So you see; you and me probably aren't the kind of people that can be trusted with absolute power, especially when we know what the saying for it is…"

"Do you think Captain Universe us might go crazy one day?"

"It's possible." 761 Spider-Man admitted before adding: "...although I did ask him about that myself."

"You just asked him?"

"Subtlety's not really my strong suit anymore." 761 Spider-Man admitted before adding: "...and he said he'd taken that into account. He says that if he ever steps out of line certain powerful people from on high will banish him to an alternate reality, and then he'll lose his power."

"Harsh."

"Probably necessary though." 761 Spider-Man pointed out. "A man with that power who lost it could turn this…" 761 Spider-Man pointed to the city. "...from a heaven on Earth into hell. I can understand the desire for precautions…"

"Gentlemen."

The two spiders turned to see Agent Spider fly up to them on his jetpack and then descend.

"Hey Spider-Fett." 763 Spider-Man greeted in a lightly mocking tone.

"Agent Spider." the armored man replied humorlessly before saying: "Captain Universe has detected a disturbance, and he's summoning everyone back."

The two Spider-Men nodded. "Lead the way." 763 Spider-Man said. Agent Spider turned around and took off on his jetpack, and the two Spider-Men followed him via web-lines.

"For whatever it's worth…" 763 Spider-Man said as the two continued their swing. "...I hope you live to see your child."

761 Spider-Man nodded. "Me too. Me too…"

_Earth 53610_

Rachel sighed as she looked at the framed photo of herself and her brother Ari smiling and hugging one another. It had been two years ago, before Rachel had gone to the fateful exhibit that saw her bit by a very special spider. It was on her thirteenth birthday, when her brother had gone out of his way to get Rachel the comic books she wanted the most.

As she continued to look at the photo, and in particular focusing on the smiling face of her lost brother, Rachel's mind flashed back to the fateful night when she had let a shifty looking man run past her…

_"Mom, dad, what's going on?"_

_"Rachel, it's terrible. Someone's taken your brother…"_

_"Who?"_

_"They don't know, but they think they've found the kidnapper's vehicle. It's heading south on fifth avenue."_

_No sooner had she heard this did Rachel wait until she was out of sight and then change into her Spider-Girl costume. As she took to the air on web-lines, she vowed that she'd find her brother. She'd save him from whoever had taken him, and then make the kidnappers pay. That was the promise she made herself that night when she went off swinging after the suspected vehicle..._

"Rachel, can you please take the trash out back?" came the voice of her father, which shook her out of her thoughts and memories of the past.

"Yes dad." Rachel said, before leaving her room and then going off to do as she was told. As she went around to the back of her house and got rid of the trash bag though, an unfamiliar voice from behind got her attention.

"Excuse me."

Rachel turned around and gasped upon seeing what looked like an older man wearing a male version of her Spider-Girl costume.

"...but you wouldn't happen to know where we could find a spider-person around here, would you?"

"Who...who are you?"

"Spider-Man." he said before adding: "...one of them anyway. And I'm pretty sure you're another one...or Spider _Girl_ as it were."

Rachel's heart quickened and her eyes widened. "H-how did you…? You need to leave! If my parents…"

"Rachel, is everything alright?" came the voice of Rachel's mother.

Spider-Man nodded. "Meet me in Central Park." he said, before running off. No sooner was he gone did Rachel go back inside her house, concocted a story to her parents about how she was going to be out for a while, and then made her way out of Queens. After putting some distance between herself and her house, Rachel changed back into her Spider-Girl costume and went to Central Park. When she got there, she attracted quite a bit of attention but saw no sign of the Spider-Man. But then next thing she knew she wasn't in Central Park anymore but instead someplace else, someplace on top of a building.

"What just happened?" Spider-Girl asked as she looked about frantically.

"Calm yourself. I just teleported you to this rooftop so we'd be less likely to be disturbed."

"Who are you?" Spider-Girl demanded as she eyed Spider-Strange warily.

"A friend. Same as me." Came the voice of the Spider-Man from before, who showed up along with Silk and the others.

"What is going on?" Spider-Girl asked. "Why are there suddenly so many other spider-people running around? And none of you asked if you could shamelessly ride off my coattails either."

"We're not from around actually." explained the Scarlet Spider. "We're from different earths and have ended up stuck on yours for the moment. It's a good thing we found you though, because there's something really nasty out for all of our heads, and yours too."

"Why?"

"Because you're a spider-totem."

"A what?"

The conversation was interrupted by the sound of cackling that Spider-Girl for one knew quite well. And indeed, looking up she saw the all-too familiar sight of the Green Goblin flying into view on his glider, only this time he wasn't alone. Flying in with him was another goblin figure, and teleporting into view and dropping down from above were more of Karn's soldiers.

"What the heck?"

"Bad guys. That's all you need to know." Gwen Stacy Spider-Woman said bluntly just as Karn's soldiers all opened fire and the various spiders moved away to avoid their shots. Spider-Strange and the Dark Daemon engaged one another without delay, slinging projectiles back and forth like they usually did. The Dark Daemon also unleashed punishing jets of faltine fire, but Spider-Strange conjured up a sigil to protect himself from the flames. For his part, the Green Goblin of Spider-Girl's world went after her personally.

"I've come back with friends!" the Green Goblin boasted as he hurled a pumpkin bomb in Spider-Girl's direction. Spider-Girl avoided it easily and returned fire with some webbing that the Green Goblin dodged just as easily.

"Ari, stop!" Spider-Girl shouted.

"Ari?"

"He's my brother." Spider-Girl explained wearily before dodging more of the Green Goblin's projectiles.

"Oh."

"It's not his fault." Spider-Girl explained as she dodged more gunfire before kicking two of Karn's soldiers backwards. "He was turned into that against his will. He's sick, and he needs help…"

"Oh please. I've never felt better!" the Green Goblin said with manic glee as he hurled another pumpkin bomb. Once again his attack was avoided.

"Who are these bozos anyway?" Spider-Girl asked as she kicked another of Karn's soldiers back.

"Henchmen for a Multiversal Sinister Six I think." Silk said as she and her husband worked together to take down three more. "There's even more of these idiots helping that Sinister Six fight another army of Spiders right now."

"Wait, there's even _more_ spider people out there?" Spider-Girl asked, her surprise leaving her open to a shot from another solider before Kumo severed his gun with his katana before then kicking him back.

"Keep your head in the game kid." Ben Reilly Spider-Man said as he took down another soldier. "There will be time for 20 Questions later."

Meanwhile, Spider-Strange and the Dark Daemon continued their deadly dance above, spells and mystic fire going back and forth and with each one creating force fields and sigils to block anything and everything that wasn't straight up dodged.

"So where's your new master?" Spider-Strange challenged as he unleashed more Bolts of the Balthakk that the Dark Daemon straight up shrugged off as he continued to bear down on his hated foe.

"Oh don't worry, he'll be along in his own good time. Not that you'll live to see it!"

The Dark Daemon cackled and began hurling more Hellfire Bombs. Spider-Strange avoided these before returning fire. "Karn's clone won't serve you any better than Dormammu did."

"Please! Like you could ever beat _him_ without your old master's help! You're just sore that we can take you by surprise now! That little spider-sense of yours doesn't do you any good anymore!" Again, the Dark Daemon cackled as he and Spider-Strange exchanged projectiles.

"How did he do it?" Spider-Strange demanded. "How did Karn's clone figure out how to counteract our spider-senses?"

Once more, the Dark Daemon cackled. "Like I would tell you? Oh, you must be more desperate than I thought!"

Spider-Strange sighed in frustration. It was true. He _was _desperate. With his men separated and scattered as they were, and with Karn's clone now having an additional edge over them, Spider-Strange found his self-assurance in his own capabilities growing dimmer, even as the Dark Daemon as usual failed to gain any significant ground over him in their fight.

As the magical battle between the two continued though, Spider-Strange realized that if he wasn't in the midst of the battle, then the only other place Karn's clone could be would be…

"No!"

Spider-Strange suddenly lunged for Dark Daemon, a move the fiend was clearly not expecting. He managed to evade Spider-Strange before he could be tackled but Spider-Strange shot out a strand of mystic webbing that latched onto the Dark Daemon before then vanishing with him in tow.

"What just happened?" the married Spider-Man said as he dodged razor bats from the Green Goblin.

"I think our most powerful member just abandoned us." Ezekiel said as he dislocated one soldier's arm and then threw him away.

"No, that's not it. I think we might be getting some reinforcements very soon. All we need to do is hang in."

"Let's hope so." Scarlet Spider said in response to Silk's statement as he and Spider-Woman kept more of Karn's soldiers at bay via impact webbing and venom blasts.

_Earth 6765_

"What do you see?"

Superior Spider-Man looked over the feeds being projected to him via his remaining octobots again before answering: "Your Baron Strucker's there alright. Along with well over three dozen Hydra men. In fact, likely twice that number. Remind me again why we're going to be taking them all on?"

"Because it's the right thing to do." American Spider said simply.

Superior Spider-Man sighed at this but said nothing, recognizing as he did that it would be a useless gesture to do so. Instead, he continued to analyze the scene presented to him by his octobots.

"Well...they're lining the condemned up right now." Superior Spider-Man tapped the side of his head to turn on his communicator. "Is everyone in position?"

All of the other spiders answered "yes" on the communicators Superior Spider-Man had given them. Nodding in approval at this, Superior Spider-Man turned to American Spider: "When Strucker tells his men to raise their weapons, everyone will be attacking at once. Our vision will be blocked along with everyone else's, so I hope you can fight blind."

American Spider nodded. "Absolutely."

"Alright then…" Superior Spider-Man turned back to his feeds to witness the scene in front of him. It was a long line of men and women, easily numbering over a dozen, who judging by the blue of their uniforms and the logo were agents of this world's SHIELD. In front of them and off to the side was Baron von Strucker.

"See before you your protectors, cast down by our force of will and power! See those you trusted with your lives and how they have failed you! And see them now pay the price for their failure! See them die for daring to resist the will of Hydra! This city is ours now, your whole _country_ is ours now! And soon, the whole world will be as well! Let their deaths be the first of many in our conquest!"

But as the Hydra soldiers raised their rifles, it was then that Superior Spider-Man made his move. Taking out a flahbang, Superior Spider-Man hurled it into the waiting crowds of Hydra soldiers just as web-lines from above latched onto the rifles of the Hydra soldiers facing the SHIELD captives and yanked them into the air and out of their wielder's hands. Looking up, these men saw the Six-Armed Spider-Man with multiple web-lines coming out of each and every one of his arms. The Hydra agents had almost no time to register the sight before Six-Armed Spider-Man leaped down and right into the now unarmed Hydra agents, who didn't last long against him.

Superior Spider-Man's flashbang meanwhile, had done it's job as far as disorienting the other Hydra agents went, and he followed it up with another. Many of the Hydra agents fired blindly while the spiders all moved in, each one dropping down and attacking from a different direction. The brightness of the flashbangs forced all of the Spider-Men to close their eyes, but this did little to hinder them when their Spider-Sense served as a guiding hand through the darkness.

"Now I know how Daredevil feels!" Six-Armed Spider-Man noted as he bowled over several more Hydra agents, each swing of multiple arms sending several men flying into the air as all the while he evaded gunfire as it came.

"What is going on!?" Baron Strucker demanded. "Who is responsible for this!?"

His answer was a shield that hit him square in the chest and impacted with such force he was sent backwards and tumbling along the ground. Instinctively taking out his gun, Strucker fired blindly, but his bullets hit nothing. Another shield-throw disarmed him of his firearm, and it was as the flashbangs slowly began to clear that Strucker saw the shield fly back to a red gloved hand.

"No! Impossible! You're dead! I saw you die myself back in 1945…"

But then, as the flashbangs cleared completely, the American Spider stepped forward in full and made his presence known.

"So this world's Captain America fell? Then this next one's for him."

And then, before Strucker even knew what was happening American Spider closed the distance, and a red gloved fist rocketed forwards and smashed into his face, obliterating his monocle and sending blood flying out of his nose as he was sent hurtling through the air before sliding across the ground.

Seeing their leader so soundly trounced caused many of the Hydra agents to turn tail and flee as meanwhile Spider-Man 2099 and Superior Spider-Man destroyed the bindings keeping the SHIELD agents restrained, and then gave them some of the fallen Hydra troop's guns. Once this happened, Times Square erupted into chaos as the Hydra troops that stood their ground traded shots with the liberated SHIELD agents. All the while the different Spider-Men bounced back and forth from Hydra soldier to Hydra soldier, until then out of nowhere came a green colored blur that hit Spider-Man 2099 so hard he knocked him backwards.

The newcomer was dressed in a green uniform that along with the red skull with snakes logo on the shoulder clearly identified him as being of Hydra origin. The blood colored spider logo on the front and the design of the mask however, also suggested…

"So many pretenders, so little time to kill them all." the Hydra Spider-Man said, shaking his head as he did before then zipping after Spider-Man Noir. Noir Spider-Man opened fire on him with his revolver, using up the last of his shots as he did. The Hydra aligned Spider-Man avoided them easily before closing the distance, kicking the gun out of Noir Spider-Man's hand, and then laying into him. Noir Spider-Man tried to stand and fight, but Hydra Spider-Man struck too hard and fast for him, sending him tumbling along the ground before then closing the distance between them again. Noir Spider-Man struck out with his arm, but Hydra Spider-Man grabbed it and struck hard in the shoulder area. Noir Spider-Man screamed in pain before the Hydra aligned Spider-Man turned around and put his counterpart into a headlock.

Before he could snap his neck, American Spider's shield zipped through the air before then going right at Hydra Spider-Man's head. The man in green ducked just in time to avoid it, and Noir Spider-Man fired a mess of webbing right at him. Hydra Spider-Man let go of Noir Spider-Man as he fought to tear the webbing off, but this left him vulnerable to the recoil of American Spider's shield, which struck him in the back and sent him tumbling along. Finally freeing himself from the web net as this happened, the Hydra Spider-Man stood back up as American Spider reclaimed his shield and readied himself.

"I have to say, of all the other spiders I've seen, you disgust me the most."

"Feeling's mutual." the Hydra Spider-Man spat before adding: "...but there's only _one_ Spider, and I'm it!"

The Spider lunged at American Spider, but he avoided his Hydra doppelganger easily and then spun around to meet him in hand-to-hand, trading blows with him at superhuman speed. The Spider shot web bullets at him but American Spider caught those on his shield, before then moving in again. The two sent punches and kicks back and forth for a time, each one dodging or parrying that which the other had to dish out.

American Spider tossed his shield, but this time the Spider was ready and evaded both the initial throw and the return. As American Spider caught his shield he held it out to block more web bullets fired at him by the Spider, before then striking out with his shield and hitting the Spider so hard he knocked him backwards. The Spider got back up quickly and came at his patriotic counterpart once again, this time with a knife drawn. American Spider parried both his knife stabs and also kicks that the other man inserted into his assault. American Spider responded with kicks of his own, before then engaging his counterpart in a grapple. The grapple held for only a moment before both men let go, American Spider then kicking his foe back as he released his grip on him.

The Spider came at him again, launching his fist at American Spider as he did. The hero took the blow on his shield, and then advanced again. Spinning after blocking another knife stab, American Spider turned and brought his shield down on the Spider, who held out his arm to meet it. The Spider grunted as the metal shield impacted his arm, but he pressed on anyway.

"Looks like we found this world's spider-totem." Spider-Man 2099 noted off-handedly as he evaded shots from Hydra grunts that he then downed via either superhuman punches or kicks or alternatively, slashes from his claws.

"Doesn't look like a friendly to me." Six Armed Spider-Man said as he continued to plow through any and all Hydra grunts who dared to come near him.

"Well, I guess they couldn't _all _be heroes." Ultimate Spider-Man noted as he leaped over a spray of machine gun fire before then landing feet-first onto the shooter, which brought him down.

As the fight continued though, a web-like tunnel opened up, something the various spiders all knew could mean only one thing. Sure enough, out of the tunnel came Karn's clone, and several of his soldiers. The latter opened fire on Hydra and SHIELD agents alike, cutting down several before the spiders unleashed webbing on them and turned their attentions to them. Karn's clone meanwhile went straight for the Superior Spider-Man, who managed to move out of the way in time just as Karn's polearm came lunging down. The glowing red top embedded itself in the concrete ground and went right through it, and when Karn's clone pulled it out, a good bit of the ground came out along with it. Karn's clone swung his polearm out in a sweeping arc, but Superior Spider-Man ducked under it and backpedaled on his spider-limbs.

Meanwhile, American Spider broke off his attack on the Spider. "Listen to me: you need to stop."

"Oh, you'd like that wouldn't you?" The Spider said before lunging at American Spider again, who dived to the side to avoid him.

"I'm serious. That man in the helmet's trying to kill us all, and that includes you. He's an enemy to both of us!"

The Spider paused as he seemed to consider this for a moment. Turning to look at Karn's clone, he found himself fleeing when Karn's clone first returned his gaze and then sped at him. The Spider tried to web-swing to safety, but Karn's clone hurled another of his throwing blades at the web-line, severing it and causing the Spider to fall. American Spider hurled his shield at Karn's clone to stop his advance, but Karn's clone deflected it with a strike from his polearm and sent it flying away. The Spider tried to flee, but Karn's clone gave chase, bearing down on him without mercy.

"You want a spider to kill? Try one of _them_ instead!" the Spider shouted before shooting a web-line at Ultimate Spider-Man.

"Hey, what are you doing!?" Ultimate Spider-Man called out in horror as the Spider pulled on his web-line and sent Ultimate Spider-Man flying backwards and towards him. The Spider then grabbed Ultimate Spider-Man and threw him into the path of Karn's clone.

"Nothing personal shrimp, but I like myself too much."

As the Spider said this, Karn's clone lunged at Ultimate Spider-Man polearm extended. Ultimate Spider-Man braced himself for the end, but a shield to the back of Karn's clone's helmet turned his attentions to American Spider.

"You've kept me from my kills for the last time shieldbearer." Karn's clone said before running at American Spider polearm in hand. American Spider braced himself and caught each strike on his shield as it came. As this fight happened though, Spider-Strange appeared with the Dark Daemon still in tow. No sooner did they arrive however did the Dark Daemon free himself and shoot out a punishing blast of green colored fire at Spider-Strange, the jet of flame hitting him so hard he went rocketing down to the ground and leaving a crater where his body impacted. Spider-Strange levitated off the ground after suffering this blow seemingly unfazed, and then turned to the other spiders: "All of you to me! We're leaving this place!"

Nodding, the various Spider-Men all made their way over to Spider-Strange's position, all the while evading more gunfire shot at them by both Hydra agents and Karn's soldiers. The Spider made his way to them as well, but as he closed in on the other's position around Spider-Strange, Superior Spider-Man whacked him with one of his mechanical spider limbs, the force of the blow knocking him back.

"What the hell?"

"Not you. I saw what you did. I'm not trusting a back-stabbing sociopath."

"But wait! I-"

The Spider was cut off when Karn's clone came at him from behind and the Spider dived to avoid him. As he did, the other spiders took that as their moment to at last vanish.

"Damn it all. Cheated out of my feast once again." Karn's clone turned to look at the Spider. "...but I suppose you'll do for an appetizer."

"No wait, stay back! No, **_No!_**"

Karn's clone grasped his polearm tightly and lunged forwards. Mere moments later, his appetite had been sated...for a little while.

_Earth 53610_

When Spider-Strange returned with the other spiders in tow, he was greeted to a rooftop filled with unconscious armored men, and all of the spiders standing over them triumphant.

"Well, that's the last of them, finally. Must have been over a hundred of these guys...:"

"Where's the Green Goblin?" Spider-Strange questioned, not seeing him among the piles of Karn's soldiers.

"Flew off once he realized he was on the losing side." Spider-Girl explained before adding: "...I take it there's more of these guys coming?"

Spider-Strange nodded. "Unfortunately yes. And in fact, they may be here very soon. I need to find the others and bring them here as soon as I can."

"I can see you found some of them already." Gwen Stacy Spider-Woman noted.

"Yes. I'll teleport you all to a new location, but then I need to go. I've finally found where the others are located."

_Earth 7853_

No sooner had the other Spider-Men returned to Captain Universe Spider-Man's headquarters did 763 Spider-Man ask what the problem was.

"My cosmic awareness in conjunction with my spider-sense is acting up. Something's coming our way, and it will be here very soon."

"Then I guess it's clobbering time." 763 Spider-Man said, which prompted all of the others to turn and look at him.

"...okay, I admit that was kind of cheap."

"No need to get _too _alarmed. With my power, I should be able to fend off anything the Inheritors throw at us short of the one who killed my Earth 13 counterpart."

"Let's hope so. If _you_ can't beat them back, then I'm definitely wondering what chance the rest of us have…"

As Spectacular Spider-Man said this, Black Cat turned to 763 Spider-Man and whispered: "Hey Spider, I've been wondering: that one in the blue armor who never takes his helmet off. Who is he anyway? I mean, I sort of understand what the deal is with these other spiders, but who's he supposed to be?"

"Honestly, I don't know." 763 Spider-Man admitted. "I met him when I was in an alternate future of our own earth. And soon to be actual future if we don't keep events from happening in our world that happened in that one."

"And that's if we even live long enough to get back home." Black Cat pointed out.

"Yeah, if." 763 Spider-Man said before adding with a sigh: "So, so many ifs…"

"Well, there is a bit of good news." Bruce Banner Spider-Man said: "I've finally made a new gamma radiation solution. With this, we can put into action our original plan where stopping Karn's clone is concerned."

"Good to know." 761 Spider-Man said before adding: "...but let's focus on what's coming our way right now first."

"About that…" Captain Universe Spider-Man said, his eyes glowing brightly as he levitated. "I sense something coming closer. In fact, it's about here."

"Everyone get ready!" Agent Spider said, drawing his firearms as the other spiders all entered fighting stances. What appeared however, turned out to be Spider-Strange.

"Ah, it's you. I thought I recognized a mystic nature to what was coming."

"There's no time to waste. The others are already gathered on Earth 53610. Karn's clone and his followers will be going there next, which means we all need to go there as well." He turned to Bruce Banner Spider-Man: "Do you still have the gamma radiation solution?"

Bruce Banner Spider-Man nodded. "Made a new one."

"Good, then we move out now."

_Earth 53610_

When the remaining spiders arrived on Earth 53610, they saw the other spiders all gathered and waiting for them. No sooner did they all arrive did Captain Universe Spider-Man remark: "It's as I suspected. I can no longer sense the presence of the Uni-Power as anything but a faint whisper. I'm back to my old self in essence." He raised an arm and shot out a web-line. "...but hopefully, my being out of practice for so long won't condemn me in the end. Only one way to find out I suppose."

"So, do we have everyone assembled?" American Spider asked. Spider-Strange nodded as he used his magic to fix Spider-Woman's shredded glider wing. "Yes. This is everyone. Karn's clone and his forces will probably be here any minute, so we need to be ready for when they arrive."

"Hard to be ready when they can counter our spider-senses…" the Six Armed Spider-Man said.

"I tried to figure out how they could do that, but as always the Dark Daemon was...unhelpful."

"So we just sit here and wait for them to jump on all of us?" Spider-Girl demanded.

"Actually, at this point, yes. That's all we really _can_ do. We can't just keep running. Karn's clone will follow us wherever we try to hide. And even if by some miracle we evaded him there's the rest of his family to consider. We need to stand and fight."

"And we're doing it here? In my home city?"

"Look at it this way." the Superior Spider-Man said: "If you die, at least it's in your own home."

Spider-Girl sighed deeply. "I guess…"

"Way to inspire the rookie." 558 Spider-Man said sarcastically before turning to Spider-Girl and saying: "Relax. It may not look it, but we do have a plan. Most of these guys are either villains we've all fought and defeated before, or the kind of brain-dead mooks that we eat for breakfast. The only real problem is Karn's clone, and if we can weaken him, Spider-Strange can imprison him with his magic."

"How do we weaken him?"

"I have a power-dampener that can null his powers, or else decrease them. And another of our group intends to poison him via gamma radiation. Between the two of us, we can likely weaken him enough."

"I hope so…"

As Bruce Banner Spider-Man heard this, he sighed deeply, which in turn prompted 763 Spider-Man to walk over to him. "You alright?"

Bruce Banner Spider-Man sighed again before saying: "To be honest, I'm getting a bit of, shall we say, stage-fright. So much of this depends on me and my solution. What if it gets destroyed again? What if I fail? I will have let everyone down…"

763 Spider-Man placed a hand on his shoulder encouragingly. "Don't worry. We've all got your back. We'll be helping you the whole way."

Bruce Banner Spider-Man nodded before turning to look out at the other spiders, all gathered together and many of them busy having what might be their last conversations with each-other. "You know, I wasn't able to help my world's Peter Parker. After he became the Hulk, I...I never did manage to cure him. He died against Galactus. I failed him." he turned to look right at 763 Spider-Man. "I don't want to fail again. Now there are so many Peter Parkers in front of me. And I don't want to lose anymore of them."

"Me neither." 763 Spider-Man said before adding: "...especially not yours truly."

Bruce Banner Spider-Man made a soft chuckle at this before saying: "You know...no one's ever expected much out of me. My father despised me, Ross thought I was a weakling, even Betty barely noticed me before I became Spider-Man. And now that I've got so much resting on my shoulders, it feels, well...it's not quite what I expected."

"You'll do the Spider-Man costume proud. I know it."

Bruce Banner Spider-Man nodded. "I sure hope so. If this fails, I won't get a second chance to prove myself."

It was then that one of Superior Spider-Man's remaining octobots suddenly perked up before opening fire in a direction behind the spiders. Sure enough, the lasers fired from the octobot struck several of Karn's soldiers before they could fire their guns, which also prompted all of the spiders to turn to face them. And as they did, they could see clearly a large web tunnel appear, and from it come Karn's clone, dozens upon dozens of his soldiers, and several supervillains.

"I have no interest in prisoners." Karn's clone said coldly. "Slay them all."

New supervillains were present this time around though. Besides the ones from before, there were now four others, one woman and three men.

The woman dressed in a black catsuit with a familiar logo on the belt, as well as equally familiar devices worn over the wrists. A black ops type mask and goggles covered her face though, with only a small red ponytail coming out of the back exposed.

The other three were each a sight as well. One dressed in commando gear of some kind, with bullet straps worn over his breastplate and wrist-mounted machine guns that he activated with a clicking sound. He too wore goggles and a black mask over his face.

The second man dressed similarly to the first, but with a trenchcoat worn over his armor and a fedora worn over his head. He also had not goggles over his eyes but instead one single targeting scope. In his hands he held some kind of cylindrical device that was black and gray in color. And finally, the third man was more monster, resembling an upright, humanoid...ox.

"I'm going to go out on a limb and assume those new faces are an evil Black Widow and some beefed up Enforcers." 763 Spider-Man said, right before the army of villains and soldiers charged, and the spiders in turn rushed forwards to meet them. The forest both parties were in soon became filled with the sounds of intense fighting and battle, and nearby trees were often smashed to splinters or knocked down by the variety of powers, projectiles, and superhuman punches and kicks that were thrown about in every direction.

Most everyone picked a different foe to face. Kumo drew his katana and clashed blades with the alternate Taskmaster. Kaine evaded Boomerang's namesakes before closing the distance and pummeling him. Six Armed Spider-Man engaged his Doctor Octopus, same as before.

Then the alternate Black Widow and Enforcers entered the scene, the group of them going after the 763 spider-totems. The alternate Fancy Dan opened fire with his wrist-mounted machine guns while the alternate Ox knocked down trees in his single-minded pursuit of Scarlet Spider, who did what he could to avoid him. As for Montana, he held out his black and gray cylinder, and out came a glowing purple whip, the whole weapon giving off sparks and flickering, but still very much functional, as demonstrated when a single attack from it severed a tree right in two.

"Great, that Montana's got a light-whip."

"A what?"

"From Star Wars." 763 Spider-Man explained to Black Cat as they both dodged attacks from it.

"I thought they were lightsabers…"

"There's also a light whip." 763 Spider-Man explained before adding after a pause: "It's not in the movies."

Black Cat said nothing, instead just continuing to keep away from Montana's laser-whip, knowing any one hit from it would be beyond even her special catsuit's ability to shrug off.

"What? I'm serious. Light whips are a real thing. Look it up."

"Maybe a little later when we're not fighting for our lives?" Scarlet Spider suggested as he leaped over another charge from Ox and also dodged gunfire from Fancy Dan's wrist-mounted machine guns.

"Touche." 763 Spider-Man said before dodging another strike from Montana's laser whip before closing the distance, ducking under a swing from the laser-whip, and then punching Montana right in his targeting lens. His punch managed to crack it and send Montana flying backwards. Seeing this, Ox let out a roar and charged towards 763 Spider-Man. However, Kaine tackled the brute and began to wrestle with him. This didn't last long before Ox began to overpower Kaine and smash him into a nearby tree so hard he nearly broke it in two.

"Bastard's tougher than he looks." Kaine noted before punching Ox in the jaw, and then doing it several more times before then kicking him off.

"Can still hurt him though."

Meanwhile, as 558 Spider-Man attacked Montana, 763 Spider-Man made his way towards Fancy Dan, who backpedaled and opened fire with his wrist-mounted machine guns. 763 Spider-Man dodged the first spray by swinging into the air, and then dropping down on Fancy Dan. Fancy Dan raised his machine gun into the air and unloaded, but 763 Spider-Man continued to dodge every bullet as he descended, even as he got closer and closer into range. Finally right in front of Fancy Dan, 763 Spider-Man shot webbing into his machine guns to jam them, and then webbed up his arms for good measure. A punch to the face was all it took after that.

"When will they ever learn? No Tracer rounds means I don't get shot. Period."

For her part, Black Cat came under attack from the villainous Black Widow, who wasted no time engaging her in brutal close-quarters martial arts, using a mix of ninjitsu and savate moves to counter Black Cat's karate.

"Is this a joke?" the villainous Black Widow asked contemptuously as she continued to trade blows with Black Cat before adding: "I came here to kill spiders, not a cat."

Black Cat responded by punching Black Widow right in the face, which caused her head to snap back. Black Cat followed this up with a sweeping kick that knocked Black Widow to the ground. She tried to then drive her heel into Black Widow, but she rolled to avoid it.

"From the looks of things, I'm more than you can handle."

Black Widow held out her hands and a stinger popped out of each of her gloves. "Don't flatter yourself." she said coldly before going at Black Cat again. 763 Spider-Man was all set to move in and help her when his spider-sense alerted him to an attack from Scorpion, who he barely managed to avoid. Scorpion went smashing through a fallen tree before then turning around to face 763 Spider-Man, tail extended.

As 763 Spider-Man engaged Scorpion and Black Cat Black Widow, Scarlet Spider and Kaine busied themselves with bringing down Ox, with one dodging while the other attacked and then alternating whenever Ox changed opponents. This continued for a while, before all of the many attacks being sent Ox's way began to stagger him and cause him to flail about. His ever-swinging arms were no less dangerous though.

Elsewhere still other spiders fought tooth and nail against the remainder of Karn's clone's forces. Kumo remained locked in a sword duel with the alternate Taskmaster, and Spider-Strange as always fought against the Dark Daemon, the two's aerial battle taking them high above the forest the others fought in. Also up in the air where Agent Spider and Vulture 2099, the two flying around each-other as Spider-Strange and the Dark Daemon went at it once again.

"How many more times must we do this dance?" Spider-Strange wondered as he continued to fight his arch nemesis.

"Oh, don't worry. Once you die along with the other yous, you won't have to worry about us meeting ever again!"

Back down below, Black Cat continued her fight with Black Widow. The latter managed to grab Black Cat and hurl her over her head. Black Cat went tumbling but then shot out a kick that hit Black Widow hard enough to damage her goggles and send her reeling. Black Cat surged forwards and began getting Black Widow into a Judo grapple. Black Widow managed to break free of this grapple, but Black Cat parried her counterattacks and then responded with more Judo moves. This time, Black Widow wasn't able to fend her off, and after one last takedown move, Black Widow stayed down...or so it seemed. Grabbing a knife, Black Widow tried to slam it into Black Cat's ankle, but the blade didn't go through all the way. Black Cat smiled.

"It's called a durability-enhancing suit honey." And then, with one last kick right to the face Black Cat knocked Black Widow out before smiling.

"Wow. First Sabertooth, now Black Widow. This kitty's on a roll!"

As all of this was happening, Karn's clone was going after different spiders periodically, but all of them knew better than to engage him up close, instead giving him a wide berth. Karn's clone though took notice of Kumo continuing his sword-fight with Taskmaster and surged towards him. Seeing this, Ultimate Spider-Man shouted out a warning: "Kumo, look out!"

The Ninja Spider-Man turned in time to meet Karn's polearm. He knocked it to the side with his katana and then tried to duel Karn's clone outright, but the Inheritor severed the katana blade with one swing from his polearm, which he then drove right into Kumo's chest.

"No!" Ultimate Spider-Man shouted as Kumo fell, swinging to confront Karn's clone. Taskmaster tried to get him from behind but American Spider downed him with a shield throw. As Ultimate Spider-Man dived down to face Karn's clone though, the Inheritor grabbed him by the leg and slammed him down hard into the ground. Ultimate Spider-Man tried to free his leg but it was no use. Extending his own, Karn's clone pressed a foot down hard on one of Ultimate Spider-Man's arms, which caused him to cry out in pain.

"You're a young totem, but you'll do…"

But before Karn's clone could bring his polearm down, Superior Spider-Man had his octobots open fire on Karn's clone from behind. Karn's clone whipped around to the source of the shots and then hurled throwing blades at the Superior Spider-Man. He dodged these projectiles before then going right at Karn's Clone, striking out with one of his robot spider limbs. Karn's clone severed it with another swing from his polearm before then kicking Superior Spider-Man back. He stabbed down with his polearm but Superior Spider-Man's remaining mechanical limbs crossed one another to shield him from the stab. The limbs gave off sparks as the tips of Karn's polearm damaged them and began to eat away at their metal and circuits. Before Karn's clone could finish though, Bruce Banner Spider-Man charged Karn's clone and tackled him, pushing him away from Superior Spider-Man, but prompting Karn's clone to then grab him by the throat with his free hand. He hoisted Bruce Banner Spider-Man aloft, but Superior Spider-Man, Ultimate Spider-Man, and the Spider couple all fired webbing at Karn's other arm to keep him from thrusting with his polearm, all of them tugging with all of their might to keep that arm at bay.

"No matter. I'll simply suck your life force dry instead. You should have known you couldn't take me by your lonesome! You-" But as Karn's clone said this, also siphoning Bruce Banner Spider-Man's life force in the process, he stopped mid-sentence, before then finding himself coughing a bit. When he tried to clear his throat, he just coughed more, until soon he was gagging violently and released his grip on Bruce Banner Spider-Man, who wasted no time putting distance between himself and Karn's clone.

"Hggru-aaackkk-HUAK!"

Karn's clone was now spasming, and fell to his knees, clutching his polearm tightly as he tried to use it to get himself back on his feet again.

"Gamma radiation." Bruce Banner Spider-Man explained. "Guess you Inheritors have a weakness after all."

Eyes lighting up with murderous fury behind his helmet, Karn's clone lunged towards Bruce Banner Spider-Man, but he was already gone by the time the poisoned Karn's clone reached him.

"Now!" Bruce Banner Spider-Man shouted.

Hearing the call, Superior Spider-Man closed the distance between himself and Karn's clone. Karn's clone hurled some throwing blades, but the gamma radiation poisoning his veins threw off his aim and Superior Spider-Man avoided him easily. As he closed the distance between them, he activated his power-dampener. When he did, a bluish colored wave of energy burst forth out of the device as though it had been an electromagnetic pulse. Karn's clone gasped in pain as he collapsed once more. Superior Spider-Man kicked him backwards and Karn's clone went tumbling.

"No power plus poison in your veins makes for a bad combination I'd imagine." Superior Spider-Man observed calmly as he watched Karn's clone spasm and cough violently as he struggled to get up.

"If...if you...think...these _tricks of deceit _you have concocted...will lay me low…"

"Maybe not by themselves, but _this_ probably will." As Bruce Banner Spider-Man said this, he punched Karn's clone right in his helmeted head. Karn's clone struck out with one arm but Bruce Banner Spider-Man ducked under this sloppy attack with little trouble. What followed this was an attack from each of the other spiders in turn, who came to focus all of their efforts on him.

As this happened, Six Armed Spider-Man finally overcame Doctor Octopus, three arms each taking one of his mechanical limbs in hand and pulling with all their might. The two arms came off, and Doctor Octopus cried out in pain before Six Armed Spider-Man kicked him backwards. At the same time, Captain Universe Spider-Man brought down Ultimate Prowler, Ox finally fell under the combined assault of Scarlet Spider and Kaine, and Spider-Woman flew through a whole row of Karn's soldiers before then firing out a venom blast that American Spider deflected with his shield in such a way that it caused the blast to split and go off in different directions, each beam hitting more of Karn's soldiers.

"Karn's clone is weak!" Superior Spider-Man called out. "Everyone attack him at once!"

Nodding, the now freed up spiders made their way to Karn's clone and each went at him in turn. Karn's clone swung his polearm wildly and thrusted with just as much fervor, but the punishing gamma radiation in his system and his being further weakened by the power dampener ensured that he was hard-pressed to hit any of the spiders at all.

Noir Spider-Man managed to land a hit on him, followed by the two black costumed Spider-Men of Earths 558 and 761 attacking in tandem. Azure Spider moved in, but Karn's clone managed to land a better thrust against him, Azure Spider only barely moving his head out of the way in time. Even so, the glowing red tips of the polearm still scraped against Azure Spider's blue helmet, slicing right through the metal and all but splitting it open, which forced Azure Spider to tear it off as he backpedaled.

But this proved to be a small reprieve for Karn's clone, who soon came under attack by the other spiders. Spectacular Spider-Man tripped him via webbing, and then Spider-Girl delivered a spinning kick to his helmet, followed by Six-Armed Spider-Man laying into him with all six of his limbs, multiple punches striking him rapid-fire. American Spider leaped up and then down, slamming his shield into Karn's clone's helmet so hard he left a bad, snaking crack in it's side. He followed this up with strikes from both his shield and feet that sent Karn's clone right into the path of Captain Universe Spider-Man, who kicked him square in the helmet. Ultimate Spider-Man swung in from above, kicking him in the chest and backwards. Spider-Man 2099 lunged forwards and slashed at him with his claws, shredding part of his clothes, and, to Karn's clone's astonishment, causing him to bleed.

Scarlet Spider performed a web-zip kick on him that knocked him back further, followed by Spider-Woman hitting him with a sustained venom blast. Karn's clone cried out in pain as the venom blast melted and burned away most of his shirt and caused his skin to corrode before blasting him backwards.

As Karn's clone staggered to his feet, he saw 763 Spider-Man use webbing to sling-shot towards him, arm outstretched and fist at the ready…

The impact of 763 Spider-Man's fist hitting Karn's clone at the speed that it did caused a loud cracking sound to be heard, before then Karn's clone's helmet outright shattered, splitting into multiple pieces that went flying in different directions as Karn's clone was knocked down and right on his back. And this time, he didn't get back on his feet.

"It's over Karn." Spider-Strange said, descending a bit until he was hovering right above him. One of his hands was raised and aimed at Karn's clone while the other held the defeated Dark Daemon by the cape.

"You...you **_fools. _**Defeat me you might, but you will...never stop...my family."

"Sure we will. And either way, you're not going to see it." With a wave of his hand, Spider-Strange summoned forth the Crimson Bands of Cyttorak, and used them to bind and restrain the incapacitated form of Karn's clone.

"I'm taking you back to my Sanctum Sangtorum where I will be keeping an eye on you for a **_very _**long time."

"I hope my family feasts on your flesh and bones both."

There was a brief moment of silence before Spectacular Spider-Man said: "Okay, show of hands: who wants to punch this guy again?"

-X-

In the aftermath of the battle with Karn's clone and his forces, the spiders gathered up all of the unconscious soldiers and also the defeated supervillains. Spider-Strange used the Crimson Bands of Cyttorak to restrain all of them as he did Karn's clone, before then creating portals to send them all back to their native realities. As this was happening, 763 Spider-Man gave Bruce Banner Spider-Man a pat on the back.

"See? What I'd tell ya? You did good. Without your gamma radiation solution we might never have beaten Karn's clone."

Bruce Banner Spider-Man nodded. "Yes, I'm glad it worked. And...I'm glad I did right by you this time Peter Parker. You don't know how much that means to me."

763 Spider-Man held out his hand for Bruce Banner Spider-Man to shake. "For what it's worth...I think you're world's Peter would be proud of you."

Bruce Banner Spider-Man nodded. "Thank you. That...means a lot."

As the two Spider-Men finished their handshake however, 763 Spider-Man turned to look at the Azure Spider, and saw that he was now unmasked and with his face plainly visible. Intrigued by what he saw, 763 Spider-Man walked over to him.

"So the man of mystery finally shows us all what he looks like." 763 Spider-Man said in a playfully teasing tone.

"Hey, I don't see anyone else here taking off their masks."

"Okay, fair point." 763 Spider-Man said before adding: "Call it old habits." There was a pause before he said as he looked at Azure Spider's exposed face up close, in particular focusing on the green eyes: "You...you look familiar."

"Do I?"

"Yes, you do. You look like...well, _me_. But not because you're another me...I can tell you're different. Who are you?"

"You know who I am."

"The Azure Spider? Yeah, I mean, who are you underneath that helmet and armor?"

"That you _don't _need to know."

But as Azure Spider said this, he turned to see Black Cat looking at his face as well. And after a few moments of doing it, she said: "You're my son aren't you?"

"What gives you that impression?"

"You think I don't recognize my own pair of eyes? You...you've got them. My eyes. I can see some of my face in yours too."

At this revelation, Azure Spider averted his gaze from Black Cat and sighed deeply. "Yes, I'm your son. At least yours anyway." He turned to look back at 763 Spider-Man. "Not yours."

"Then if I'm not your father, who is?"

"Another Spider-Man." Azure Spider explained, which caused 763 Spider-Man to realize: "Ben. Ben must have married Black Cat in the world where I died against Carnage…"

"Wait, what?"

763 Spider-Man turned to face Black Cat. "You remember my battle with Carnage two years ago? Well I was supposed to have died then. And Azure here's from a world where I _did _die. Scarlet Spider became a new Spider-Man, and I guess, well...you and him got together."

"...oh." Black Cat's demeanor became one of great discomfort as she considered a world where she and Spider-Man's clone were together. She realized in that moment that she might not ever look at Scarlet Spider the same way again.

Elsewhere still, Six Armed Spider-Man was talking to 558 Spider-Man: "Well, I guess since Karn's clone _didn't_ actually kill me that means Gwen will when I get back home…"

Six Armed Spider-Man chuckled at that. "Don't worry, I'm sure Gwen will understand."

"Is your Gwen still alive?" 558 Spider-Man asked. Six Armed Spider-Man replied that she was.

"Well, that's good to know. I think your world and mine may be two of the only ones where that's true…"

"And the world where Gwen's one of us." Six Armed Spider-Man said, pointing to the Gwen Stacy Spider-Woman, who was currently talking with Spider-Girl.

"True that." 558 Spider-Man said with a nod before adding: "...you know the one thing that still doesn't make sense though? How did they find a way to…"

"Counteract our Spider Sense? Yeah, turns out it was Doctor Octopus' doing. Should have known."

"How'd you figure that out?"

"Oh, he...let it slip after I held him upside-down long enough."

At this, 558 Spider-Man laughed. "Wish I could have seen the look on his face when he did."

"It _was _a good one to be sure." Six Armed Spider-Man said with a nod before adding: "...don't tell Superior Spider-Man that though."

Once again, 558 Spider-Man laughed, this time harder than before.

Finally, after all of the villains had been gathered up and returned to their native realities, Spider-Strange faced the whole group of spiders: "Our foe has been defeated. But the ongoing conflict with the Inheritors is not yet concluded. In fact, I sense that it is nearing it's climax right now. That there is a massive event about to occur on a place called 'Loomworld'."

"Loomworld?"

Spider-Strange nodded. "Yes. That is the place where the Spider-Totems and the Inheritors are destined to have their very last battle. And I believe that now that the Inheritor after us specifically has been dealt with, we must stand by our fellows in this last fight. We must help defeat the Inheritors once and for all."

"But we've already won…"

"Our personal battles, yes. But should the Inheritors win at Loomworld, they will come after us all, and where we were able to defeat one Inheritor, against all of them we would surely fall. So therefore, I think it only right that this spider army go to Loomworld to reinforce the other one. This war must be ended there."

"Then it looks like we've got one last fight on our hands." American Spider said before turning to the other spiders. "Everyone ready for it?"

"I am." Captain Universe Spider-Man said with a nod before adding: "Turns out I still got it. I can fight the Inheritors without the Uni-Power on my side."

"Good to know." American Spider said with a nod before turning to the others. "And what about the rest of you?"

"Well, we don't really have much of a choice do we?" Noir Spider-Man said before adding: "I say, let the Inheritors take their best shot at us. I'm ready."

"So am I." said the Six Armed Spider-Man.

"Me as well." came the Bruce Banner Spider-Man, his voice having more confidence than the other times 763 Spider-Man had heard him.

"I think we're all in agreement on this." Silk observed.

"Very well. Then you all will go forth. I will make sure you get there."

"Are you not coming?" Ultimate Spider-Man asked.

Spider-Strange shook his head. "No. I regret having to be absent from a battle involving just about every other Spider-Totem out there still drawing breath, but someone needs to keep an eye on Karn's clone here and make sure he doesn't escape to rejoin his fellows in the final battle. So I must remain in the Sanctum Sangtorum to keep an eye on him."

"Well, if you can somehow make it…"

"I will." Spider-Strange said. "Don't bank everything on my showing up though. The rest of you will need to win this battle on your own."

American Spider nodded. "Very well." he turned to face the other spiders. "Well people, you heard the man. We've still got one last battle to be in before this war's done. Is everyone ready?"

All of the spiders nodded, including 763 Spider-Man, who clutched his Black Cat's hand tightly and held her close to him. She'd been so silent ever since realizing Azure Spider was her son from another world. He feared she wouldn't have her head in the game for when the final battle came. But there was no going back now. Now, the only direction all of the spiders from across the multiverse could go was forwards, to Loomworld.

"Get ready everyone. I imagine things will be pretty hectic down there."

"I bet I can take more of the bastards out then you." Noir Spider-Man said to Superior Spider-Man, who rolled his eyes behind his mask in response. "Let's just see if we can actually _survive _while we're down there." Superior Spider-Man said.

As this was said, 763 Spider-Man turned to Black Cat and said simply: "In case...in case one or both of us don't make it, I just want you to know: I love you Black Cat."

"And I love you Spider-Man. The _only _Spider-Man for me."

And so it was, that with one more incantation, Spider-Strange transported the spiders to Earth 001, where the final battle between the Spider-Totems and the Inheritors took place.

**Author's Note: And so with my tie-in to Spider-Verse (and longest Spider-Man chapter ever) concluded we are now halfway done with the story. And a lot more epicness is still to come believe it or not. We also have a fair bit of trivia, so let's get started:**

**1. Antitoxin/Bernard Shaw and Devon Sterns/Agent Spider are OCs. They have no other versions in the Marvel Multiverse. This is also true of the Ninja Spider-Man Kumo, Rachel Kislanski Spider-Girl, and Ari Kislanski Green Goblin.**

**2. The Hydra Spider-Man (or "The Spider", as he's called) of Earth 6765 is based on how an alternate version of Spider-Man 2099 was briefly brainwashed into working for Hydra while serving as a member of the team known as the Exiles. He also had a green Spider-Man costume that is one of Spider-Man 2099's alternate looks in Edge of Time.**

**3. Black Cat's beating a HF-less Sabertooth is a tongue-in-cheek reference to how in the actual 616 comics, Black Cat really did beat Sabertooth. But that was very early in the character's existence, back when he didn't even yet have a healing factor and could also be stalemated by Daredevil. It's still considered a somewhat infamous moment for Sabertooth, and I figured I could poke fun at it here. In my Black Cat's defense, it's clear the version of Sabertooth she beat is weaker than the one from her universe, which is also the same reason she beat the alternate Black Widow. Not all versions of characters are equal.**

**4. As Spider-Man accurately points out, Light Whips are indeed a real thing. At least, real within the context of Star Wars. They're a part of the old Star Wars Expanded Universe, now known as the Legends continuity. Notable wielders include Lumiya the Dark Lady and Githany. **


End file.
